Holding

The Court held that the subsidiaries were mere fronts for EIL, the corporate veil was lifted, the lease‑hold lands could be treated as assets in the CIRP, GNIDA must be a party to the process, and the resolution plans of Alpha and Roma were restored with GNIDA’s dues to be paid without penal interest.

Summary

The Supreme Court examined the Corporate Insolvency Resolution Process (CIRP) of Earth Infrastructures Limited (EIL) and whether the lease‑hold lands held by its subsidiaries could be treated as assets of the corporate debtor. The Court found that the subsidiaries were merely fronts for EIL, which was the real developer, and therefore the corporate veil could be lifted. Consequently, the assets of the subsidiaries could be dealt with in the CIRP, and GNIDA, as the lessor, had to be made a party to the proceedings. The Court restored the resolution plans of Alpha Corp and Roma, directing them to pay GNIDA’s dues without penal interest and to complete the projects within stipulated time‑frames. It also ordered GNIDA to recalculate its dues, barred it from claiming interest for the 24‑month period, and dismissed several intervenor applications, while allowing the main appeals.

Issues considered

Whether, in the CIRP of Earth Infrastructures Limited, the assets of its land‑holding subsidiaries can be treated as assets of the corporate debtor.
Whether the resolution plans could lawfully include transfer of lease‑hold rights of the subsidiaries without GNIDA's prior permission.
Whether assets of subsidiary companies can be dealt with in the CIRP of the holding company.
Whether GNIDA should have been made a party to the CIRP and heard before approval of any resolution plan affecting the leased lands.
Whether the Resolution Professional acted within the ambit of the IBC while certifying the resolution plans.
Whether GNIDA was aware of EIL's development activities on the leased lands before the CIRP commenced.
What appropriate remedial measures should be taken in the facts and circumstances of the case.

Legislation cited

Companies Act, 2013s. 2(87)
Constitution of India
Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016
Insolvency and Bankruptcy Code, 2016s. 13, s. 18, s. 21(6A), s. 25A(3A), s. 60(5), s. 61(2), s. 7
Uttar Pradesh Industrial Area Development Act, 1976s. 3

Headnote

Issue for Consideration Issues arose inter alia as to whether in the Corporate Insolvency Resolution Process (CIRP) proceedings of the Corporate Debtor- Earth Infrastructures Limited, the assets of the land holding companies, i.e., subsidiary of the 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 –

Subjects

Lifting of corporate veilCorporate Insolvency Resolution Process of holding CompanyAssets of subsidiary companiesHolding companiesSubsidiary companiesAssociated companiesGroup of companiesSubsidiary of Corporate DebtorHomebuyersCIRP in real estate casesResolution of real estate insolvencyGreater Noida Industrial Development Authority (GNIDA)Earth Infrastructures LimitedHomes/office spacesHome/office space buyersApprobate and reprobateStalled projectsStalled real estate projectsResidential projectScope of s.25A(3A) IBCDevelopment projectAssets of subsidiary companyLeasehold rights

Judgment

[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 Debtor-
Earth 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
C I V I L A P P E L L AT E J U R I S D I C T I O N : C i v i l A p p e a l N o .
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.

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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.

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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. NBCC (India) Limited and others7, wherein this Court
held that only the assets of the corporate debtor could be subjected
to the resolution plan and not the assets of its subsidiary. That was
also a case involving the grant of leasehold rights to a corporate
debtor by the Yamuna Expressway Industrial Development Authority
(YEIDA), an authority constituted under Section 3 of the Uttar
Pradesh Industrial Area Development Act, 1976, like GNIDA. This
Court held that, without the approval of that authority, no transfer
could have taken place even by way of a sub-lease. Reference was
also made to the decision of this Court in Municipal Corporation

6 (2012) 6 SCC 613
7 (2022) 1 SCC 401 : 2021 SCC OnLine SC 253
[2026] 5 S.C.R. 381

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

of Greater Mumbai (MCGM) vs. Abhilash Lal and others8, which
held to the same effect.
25. The NCLAT then referred to the condition pertaining to transfer in
the lease deed dated 01.09.2010 and opined that the resolution plan
could not have contained a clause for transfer of that land without
GNIDA approving such transfer. The NCLAT, accordingly, answered
Issue No. I, holding that the assets of the three subsidiary companies
of EIL, the CD, could not be treated as its assets. Issue No. II was
also answered in the negative, holding that the resolution plans of
Roma and Alpha could not have dealt with the project lands which
were leased out to EIL’s subsidiary companies by GNIDA. Issue No.
III was answered on the same lines, holding that the assets of the
subsidiary companies could not have been dealt with in the CIRP
of the holding company, EIL, without the permission of the lessor,
GNIDA.
26. On Issue No. IV, the NCLAT held that GNIDA ought to have been
made a party to the CIRP proceedings before approval of any
resolution plan involving GNIDA’s project lands. On Issue No. V, the
NCLAT found fault with the RP for not keeping GNIDA informed of
the progress of the CIRP despite GNIDA’s letter dated 18.09.2019.
The NCLAT concluded that the RP failed to act within the ambit
of the Code while certifying that the resolution plans submitted by
Roma and Alpha were in accordance with the provisions thereof.
The NCLAT, accordingly, directed its Registry to forward a copy of
the judgment to the IBBI to examine the work and conduct of the
RP and take action as it deemed fit and proper. On Issue No. VI,
the NCLAT held that knowledge of GNIDA about the development
being carried out by EIL was not sufficient to be treated as consent
for transfer of the lands to the successful resolution applicants.
27. On Issue No. VII, the NCLAT took note of the fact that the homebuyers
had approached the Allahabad High Court, which passed an order
on 23.02.2016 directing them to represent the matter to the Chief
Executive Officer of GNIDA, which was then required to deal with the
matter. Pursuant thereto, complaints were made by two associations
of buyers, i.e., of Earth Sapphire Court and Earth TechOne, to the
Chief Executive Officer of GNIDA on 27.07.2016, 02.08.2016 and

8 (2020) 13 SCC 234
382 [2026] 5 S.C.R.

Supreme Court Reports

20.06.2017. Reference was also made to the meeting held with the
Chief Executive Officer of GNIDA and the Minister concerned on
11.05.2017. Despite the buyers doing all this, no action was taken
by GNIDA. The NCLAT also noted that during the meetings held
with the allottees, it was stated on behalf of GNIDA that the issue
of penal interest would be considered favourably. The NCLAT also
noted that one of the obligations under the lease deeds that GNIDA
had executed in favour of the lessees was that GNIDA would monitor
development of the projects. The obligation to monitor the projects,
per the NCLAT, included the obligation to ensure that the projects
were completed in time and that necessary action would be initiated
against defaulting parties. Reference was made by the NCLAT to
the decision of this Court in Noida Entrepreneurs Association vs.
Noida and others9, wherein this Court had observed the ‘public trust
doctrine’ is a part of the law of the land and has grown from Article
21 of the Constitution. It was noted therein that the power vesting in
a public authority should be viewed as a trust coupled with duty, to be
exercised in larger public and social interest, and public authorities
could not play fast and loose with the powers vested in them. The
NCLAT observed that the facts brought on record demonstrated
that hundreds of crores were received from the allottees, who were
waiting for the past several years to take possession of the units
allotted to them, but the projects stood stalled since 2016. The NCLAT
also noted the offer made by the associations of buyers of Earth
Sapphire Court and Earth TechOne that they were ready to pay the
dues of GNIDA in the interest of development of the projects. The
NCLAT concluded that GNIDA had not been diligent in taking steps
for recovery of its dues and was, therefore, not entitled to charge
penal interest. The NCLAT, accordingly, directed GNIDA to waive
the penal interest and recalculate its dues.
28. The NCLAT opined that the way out for the RP was to make an
application along with the associations of buyers of the respective
projects to GNIDA, seeking permission for transfer of the lands to
prospective resolution applicants who were then to execute the
projects after payment of GNIDA’s dues. The NCLAT left it open to
GNIDA to enter into arrangements with such resolution applicants
and buyers’ associations for payment of the dues, whereupon it

9 (2011) 6 SCC 508
[2026] 5 S.C.R. 383

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

could transfer the lands so that the projects could be developed by
the resolution applicants. The RP was directed to publish a fresh
Form G, inviting resolution plans with the specific condition that the
resolution plans would be presented to the CoC for consideration only
after GNIDA’s dues were paid and its permission was obtained for
transfer of the leasehold lands. Roma and Alpha were also permitted
to file their resolution plans. GNIDA was directed to recalculate its
dues and communicate the same to the RP and the associations,
without charging penal interest, within a time frame. The fresh
resolution plans submitted by the resolution applicants were to be
examined by the RP and placed before the CoC for consideration
and approval. GNIDA was made a party to the CIRP proceedings and
was held entitled to participate in the process thereafter. The steps to
be taken pursuant to the judgment, till submission of an application
by the RP to the NCLT for approval of the plans, if any, were to be
completed within six months. The CIRP period was extended by six
months from that date. The appeals were disposed of with these
directions, setting aside the orders dated 05.04.2021, 08.06.2021
and 07.12.2021 passed by the NCLT.
29. This being the factual milieu, we may first take up the issue of
EIL’s Gurugram project, viz., Earth Copia. The land on which
Earth Copia was to be developed was acquired by Aurochem
Buildtech Private Limited, a wholly owned subsidiary of EIL, through
Collaboration Agreement dated 30.07.2010 with eight landowners.
Tripartite Agreement dated 04.05.2012 was then executed, whereby
possession and full development rights were transferred to EIL and
the landowners’ claims stood fully settled. According to Earth Copia
Owners Society, the appellant in Civil Appeal No. 3438 of 2023, it
comprised 393 homebuyers of 536 units in Earth Copia and majority
of those homebuyers voted in favour of Alpha’s resolution plan dated
15.10.2019. Earth Copia Owners Society pointed out that GNIDA’s
appeals before the NCLAT were only in relation to lands leased
out by it to the subsidiary companies of EIL and, therefore, Earth
Copia was not part of that litigation. It further pointed out that Alpha’s
resolution plan dated 15.10.2019 was severable, as it provided
that any portion thereof which was held invalid would not affect the
remaining parts, which would survive independently. It also pointed
out that three blocks of the project had been completed up to 90%
and the remaining blocks were still in the range of 40-80% completion.
384 [2026] 5 S.C.R.

Supreme Court Reports

The Society contended that the NCLAT erroneously set aside the
approval of Alpha’s entire resolution plan without noticing that the
order dated 08.06.2021 passed by the NCLT included approval of
that resolution plan in relation to Earth Copia also, which had nothing
whatsoever to do with GNIDA. We find considerable force in this
argument, as GNIDA had no grievance apropos this project and
ought to have clarified this aspect in its appeal before the NCLAT
filed against the NCLT’s order dated 08.06.2021.
30. An intervenor, Earth Buyers Association for Justice, seeks to come
on record before us so as to challenge Alpha’s resolution plan in so
far as it relates to Earth Copia also. Alpha’s resolution plan had been
approved by 91.39% voting share of the CoC and the intervenor,
was not a member of the CoC. Twenty-nine homebuyers who had
not voted for the plan are members of the intervenor. In this regard,
Section 25A(3A) of the Code assumes importance. It provides that
an authorised representative under Section 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. It is, therefore, 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. In Jaypee Kensington Boulevard Apartments
Welfare Association (supra), this Court held that allottees, even if
not a homogeneous group, could vote either to approve or disapprove
the resolution plan and even if divergence of views within the class
may exist, when casting a vote in the CoC, the vote would have to
be cast as a class.
31. Significantly, this intervenor had raised objections to the approval
of Alpha’s resolution plan but the same were rejected by the NCLT
in its order dated 08.06.2021. Aggrieved thereby, the intervenor
filed Company Appeal (AT) (Ins) No. 283 of 2022 but the same was
dismissed by the NCLAT, vide order dated 12.10.2022. Therein,
the NCLAT noted that, if some of the homebuyers had not voted
[2026] 5 S.C.R. 385

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

in favour of the plan, they still had to sail with the majority and the
procedural violations alleged by them were not sufficient to interfere
with the order approving the resolution plan. The NCLAT noted that
the resolution plan was approved by 91.39% voting share in the CoC
and the Earth Buyers Association for Justice was not a member of
the CoC. Out of the 35 homebuyers who were sought to be brought
on record individually by way of an application, 29 homebuyers had
not voted for the plan. The NCLAT referred to Section 25A(3A) of
the Code and observed that once the authorised representative of
that class of voters cast his vote on behalf of the financial creditors
he represents as per the decision taken by a vote of more than
50% of the voting share of those financial creditors, who had cast
their vote, there is no possibility for the dissenting financial creditors
in that class to maintain a separate voice of dissent against the
majority vote. The NCLAT, accordingly, held that no grounds were
made out to interfere with the order approving the resolution plan
and dismissed the intervenor’s appeal. This order attained finality
as the intervenor did not choose to approach this Court by filing an
appeal against the said dismissal order.
32. Though Earth Buyers Association for Justice claims that it represents
949 buyers in EIL’s four projects, as of April, 2025, the fact remains
that it was unsuccessful in its attempts before the NCLT and the
NCLAT in raising objections against Alpha’s resolution plan. We are,
therefore, of the opinion that Earth Buyers Association for Justice
has no locus to seek intervention in these appeals and again raise
objections to the approval of the resolution plans of Alpha and Roma.
33. We may also note that, upon a complaint, the Insolvency and
Bankruptcy Board of India (IBBI) issued show-cause notice dated
27.10.2023 to Akash Singhal, the RP of EIL. Thereupon, the
IBBI passed order dated 06.02.2025 suspending Akash Singhal’s
registration for three years, effective from 06.03.2025. WP(C) No.
2906 of 2025 was filed by Akash Singhal against the aforestated
order dated 06.02.2025 and the same is pending before the Delhi
High Court. However, while suspending the RP’s registration, the
IBBI left it to the CoCs/Stakeholders Consultation Committees of all
the corporate debtors in whose cases Akash Singhal was providing
services to decide about his continuation with those existing
assignments. Pursuant to the liberty granted by the IBBI, the CoC of
EIL decided to continue Akash Singhal as the RP, in terms of Section
386 [2026] 5 S.C.R.

Supreme Court Reports

23 of the Code, i.e., in relation to managing EIL’s affairs, including
the maintaining of bank accounts, preservation of assets and records,
representing EIL before judicial and quasi-judicial fora, etc.
34. As regards the other three projects on GNIDA’s leased lands, we
may note that GNIDA is empowered under Section 7 of the Uttar
Pradesh Industrial Area Development Act, 1976, to allot land on
lease basis subject to the terms and conditions determined by it. It
is pursuant to this power that the subject lands were leased out by
it to the companies under the control of EIL. We find that the lease
deeds executed by GNIDA in favour of the lessees, viz., the three
companies, specifically provided that the lessees would develop and
erect the proposed buildings on the demised premises in accordance
with the plans approved by it, duly ensuring compliance with the
requirements set out in the schedules to the lease deeds. The lessees
were not to erect or permit to be erected any new building without
the permission in writing of GNIDA and except in accordance with
the terms of such permission in writing and the plan, if any, approved
by GNIDA. The lessees were to develop the projects meeting the
stipulated norms of development as set out in the lease deeds. The
lessees were to complete construction of the projects within the
stipulated time frames, as set out in the lease deeds - seven years
for all the three lessees. The lease deeds also provided that, in the
event the lessees failed to complete construction within that time, it
was lawful for GNIDA, without prejudice to other rights, to re-enter
upon the premises and determine the leases. The lease deeds
specifically provided that GNIDA would monitor implementation of
the projects.
35. Insofar as the lease deed dated 01.09.2010 executed by GNIDA in
favour of ETIPL is concerned, the same provided that the lessee
was to use the allotted plot for construction of group housing/flats/
plots and that it was entitled to allot the dwelling units on sub-lease
basis to its allotees. Further transfer/sub-lease was, however, to be
governed by GNIDA’s transfer policy. The sub-lessees were to use
the premises only for residential use. The construction was to be
completed within seven years from the date of execution of the lease
deed but, prior to that, the lessee had to complete construction of a
minimum 50% of the total floor area ratio of the allotted plot, as per
the approved lay out plan, and get a completion/occupancy certificate
of the first phase within three years from the date of execution of
[2026] 5 S.C.R. 387

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

the lease deed. Extension of time for completion of the project was
contemplated up to a maximum period of another three years only,
coupled with penalty.
36. As already stated supra, after initiation of the CIRP proceedings
against EIL on 06.06.2018, the NCLT caused public announcement
of the same on 12.06.2018. The CoC was constituted and its first
meeting was held on 05.12.2018. A public announcement was made
by the IRP on 13.12.2018, inviting claims against EIL, the CD. On
19.12.2018, the IRP informed GNIDA about the initiation of CIRP
proceedings against EIL. The RP was appointed on 18.03.2019 by
the CoC. On 28.05.2019, the RP wrote to GNIDA, calling for its dues
in relation to all three projects. GNIDA did not respond to these letters
or submit claims at that time. On 21.06.2019, the RP published the
Information Memorandum for the three projects on GNIDA’s leased
lands and the project on the freehold land in Gurgaon. As GNIDA
had not intimated its dues in time, the Information Memorandum
mentioned only the estimated dues payable to GNIDA.
37. Roma’s resolution plan was approved by the CoC on 26.08.2019 and
the RP filed an application before the NCLT on 03.09.2019 seeking
its approval. It was only thereafter, on 18.09.2019, that GNIDA
addressed a letter to the RP stating its claimed dues in relation to
Earth Towne. On 11.11.2019, Alpha’s resolution plan was approved
by the CoC for Earth TechOne, Earth Sapphire Court and Earth
Copia. No claim was filed by GNIDA in relation to Earth Sapphire.
On 11.11.2021, GNIDA filed a claim in relation to its dues for Earth
TechOne, not before the RP, but before the IRP, who had exited
from the picture long prior thereto.
38. GNIDA, being an operational creditor of Neo Multimedia Limited
and Nishtha Software Private Limited, could file its claims during the
CIRP proceedings against EIL, under Section 60(5)(b) of the Code.
NCLT had jurisdiction thereunder to entertain claims by or against the
corporate debtor, including claims by or against its subsidiary situated
in India. Despite such entitlement, GNIDA failed to file its claims with
the RP. It was only on 11.11.2021 that GNIDA filed its claim with the
displaced IRP about its dues from Neo Multimedia Limited but no
steps were taken by it in relation to Nishtha Software Private Limited.
39. This Court had directed the parties to maintain status quo, vide
its order dated 13.04.2023 in Civil Appeal No. 1526 of 2023 and
388 [2026] 5 S.C.R.

Supreme Court Reports

batch. However, unmindful of the said order, GNIDA cancelled the
allotment of lands in favour of Neo Multimedia Limited and Nishtha
Software Private Limited, by order dated 16.06.2023. This order was
communicated to the RP only on 22.07.2023 but was not informed
to this Court on 04.07.2023, 11.07.2023 and 17.07.2023, when the
matters were listed. It was only after the RP filed IA No. 180402 of
2023 in Civil Appeal Nos. 2406-2407 of 2023, that GNIDA withdrew
the aforestated cancellation order on 19.08.2025.
40. This Court also passed a separate order on 17.07.2023 in Civil
Appeal No. 4619 of 2023, filed by UTOPIA, calling upon GNIDA to
file an affidavit stating whether it was ready and willing to take up the
projects and complete the construction so as to give homes/office
spaces to the buyers on the terms agreed between such buyers
and the builders. In the event GNIDA was not ready to do so, it was
called upon to indicate how it intended to protect the interests of the
buyers in the context of the rules and regulations framed by it or in
terms of the policy decisions taken by it apropos situations where
the builder committed default or was liquidated.
41. Pursuant to the order dated 17.07.2023, GNIDA filed affidavit
dated 24.12.2024. Therein, its Manager stated that, owing to the
limited infrastructure available with it, GNIDA would not be able to
take up the projects and complete the construction. Details were
furnished of the payments made by the lessees from time to time.
We find that, insofar as Neo Multimedia Limited is concerned, no
payments were made after 06.01.2011 but the payments made
earlier to that date were in excess of what was required to be paid.
As regards Nishtha Software Private Limited, payments stopped on
20.09.2010. Again, the payments made prior to that date were in
excess of the required payments. Lastly, ETIPL stopped payments
after 28.02.2013. However, payments made by it earlier to that
date were also in excess of the required payments. GNIDA stated
that no details were available with it as to development of the land
by Neo Multimedia Limited but insofar as Nishtha Software Private
Limited was concerned, a site inspection was said to have been
carried out in 2018 and it was found that a boundary wall had been
constructed and the buildings were under construction. As regards
ETIPL, a site inspection was stated to have been carried out by an
auditor on 28.02.2018, which reflected that the project was lagging
behind, but no steps were taken.
[2026] 5 S.C.R. 389

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

42. GNIDA also furnished details of the notices issued by it to the
lessees in the context of defaults in payment. Notices were issued
to Neo Multimedia Limited on 08.10.2012, 09.01.2019, 08.02.2019,
25.04.2019, 06.05.2019 and 04.03.2020. Nishtha Software Private
Limited was issued notices on 28.09.2016, 19.06.2017, 12.10.2018,
02.01.2019, 08.02.2019, 18.03.2019, 22.10.2019 and 04.03.2020.
ETIPL was issued notices on 15.10.2013, 25.05.2015, 08.07.2016,
06.09.2016, 30.09.2016 and 13.07.2018. GNIDA stated that a public
notice was put up on its website on 05.10.2017, listing defaulting
builders, which included Neo Multimedia Limited, with dues of
₹7,65,48,821/-; Nitisha Software Private Limited, with dues of
₹2,09,12,037/-; and ETIPL, with dues of ₹105,02,87,896/-.
43. Thereafter, the Chairman of GNIDA filed an affidavit, notarised on
25.09.2025. He stated therein that he was holding office as an
additional duty as there was no full-time Chairman appointed for
GNIDA. He stated that the Chief Executive Officer of GNIDA was its
highest full-time officer. He apologized for the order dated 16.06.2023
passed by GNIDA cancelling the allotment of lands to Neo Multimedia
Limited and Nishtha Software Private Limited. He referred to the order
dated 19.08.2025, recalling the same, and stated that no further action
with regard to resumption of possession or refund of amounts was
taken thereafter. According to him, the outstanding dues, including
interest, payable to GNIDA as on 31.08.2025, stood as follows:
Neo Multimedia Limited - ₹31,82,88,309/-; Nishtha Software Private
Limited - ₹17,57,25,184/-; and ETIPL - ₹309,79,44,038/-. We may
note that insofar as Neo Multimedia Limited is concerned, out of
the total dues of ₹31,82,88,309/-, ₹1,97,91,781/- was penal interest
payable on the premium dues; ₹1,23,18,440/- was the penal interest
payable on the additional compensation; and ₹11,34,81,931/- was
the time-extension penalty. Therefore, ₹14,55,92,152/-, in all, was
attributable to penal interest/penal charges. Similarly, out of the
total dues of ₹17,57,25,184/- payable by Nishtha Software Private
Limited, ₹43,12,694/- was the penal interest on the additional
compensation; ₹87,29,431/- was the penal interest on the lease
rent; and ₹8,31,69,781/- was the time-extension penalty. Thus,
₹9,62,11,906/- out of the total ₹17,57,25,184/- was attributable to penal
interest/penal charges. We may also note that there was no default in
payment of premium by Nishtha Software Private Limited. As regards
ETIPL, out of the total dues of ₹309,79,44,039/-, the penal interest
390 [2026] 5 S.C.R.

Supreme Court Reports

on the premium dues was ₹31,88,34,014/- while ₹5,48,38,863/- was
the penal interest on the additional compensation and ₹4,26,96,421/-
was the penal interest on the lease rent along with time-extension
penalty of ₹18,02,05,897/-, totalling to ₹59,65,75,195/-. Therefore,
devoid of penal interest/penal charges, the dues of ETIPL were just
over ₹250 crore.
44. GNDIA is in appeal against the judgment dated 30.01.2023, insofar as
the NCLAT denied it entitlement to claim penal interest. According to
it, the finding of NCLAT that there was delay and inaction on its part
is incorrect, as sufficient notices were sent by it to the lessees raising
claims in that regard. GNIDA, therefore, has a grievance apropos
the direction of the NCLAT to drop its penal interest/penal charges
and to recalculate its dues. According to GNIDA, the terms of its
lease deeds are sacrosanct and ought not to be interfered with, be
it during the CIRP proceedings or thereafter. Though GNIDA would
contend that the cost at which the successful resolution applicants,
Alpha and Roma, would be selling the homes/office spaces would
include the cost of the land and construction apart from a profit
component, the fact remains that the land would not be sold to the
home/office space buyers, but they would only assume the status of
sub-lessees. The ownership of the land would not stand transferred
and would remain with GNIDA. This was the original intent of the
scheme of allotment, and it does not stand altered even if the
resolution plans are given effect to. What is contemplated under
the resolution plans is merely transfer of possession of the lands
to the successful resolution applicants to enable them to complete
the projects and to deliver the units to the allottees, as sub-lessees.
45. In Greater Noida Industrial Development Authority vs. Prabhjit
Singh Soni and another10, a 3-Judge Bench of this Court opined
that, in terms of the Section 13-A of the Uttar Pradesh Industrial
Area Development Act, 1976, GNIDA has to be treated as a secured
creditor in respect of the amount payable to it by a corporate debtor
and in that regard, a charge is statutorily created on the assets of
such corporate debtor. Though reliance is placed on this decision
by GNIDA, it is not open to it to approbate and reprobate. On the
one hand, GNIDA contends that EIL, the CD, had nothing to do with

10 (2024) 6 SCC 767
[2026] 5 S.C.R. 391

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

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.
46. Significantly, it was only on 11.11.2021 that GNIDA filed a claim in
relation to Earth TechOne but, surprisingly, GNIDA addressed its
letter to the IRP and not to the RP, though the IRP was replaced as
long back as in March, 2019. This claim was also belated as Alpha’s
resolution plan was approved by the CoC on 11.11.2019 and by
the NCLT on 08.06.2021. As noted by the NCLAT itself, there was
no error made in the Information Memorandum which specifically
recorded that the landholding entities for Earth Sapphire Court,
Earth TechOne and Earth Towne were Nishtha Software Private
Limited, Neo Multimedia Limited and ETIPL, the subsidiaries of EIL,
to whom lands were leased out by GNIDA. Further, the resolution
plans of both Alpha and Roma unequivocally recorded that only the
development rights in relation to those projects formed part thereof
and not the title to the underlying lands. It may be noted that the CoC
approved Roma’s resolution plan on 26.08.2019 and the RP filed
an application before the NCLT seeking its approval on 03.09.2019.
However, it was only on 18.09.2019 that GNIDA raised a claim for
₹148 crore. Surprisingly, in the said letter, GNIDA projected itself
as a financial creditor of EIL; requested processing of its claims
during the CIRP; and sought that the leasehold rights should not be
transferred without securing its dues. As this claim was, in any event,
belated it could not have been considered in view of the decision of
this Court in RPS Infrastructure Limited vs. Mukul Kumar and
another11. Surprisingly, GNIDA never raised a claim for its alleged
dues in relation to Earth Sapphire Court.
47. Further, we may note that GNIDA is conveniently ignoring certain
crucial facts. Two letters had been addressed to GNIDA after
initiation of the CIRP proceedings against EIL - the IRP sent letter
dated 19.12.2018 while the RP, after his appointment by the CoC,
addressed letter dated 28.05.2019. These letters reflect that GNIDA
was informed about the initiation of the CIRP proceedings against

11 (2023) 10 SCC 718
392 [2026] 5 S.C.R.

Supreme Court Reports

EIL; that the development rights over the project lands leased out by
GNIDA to the three companies controlled by EIL were also included
in the CIRP proceedings; and GNIDA was called upon to inform its
dues. Despite the non-submission of claims by GNIDA within time,
the RP intimated the dues of GNIDA to the prospective resolution
applicants after gathering the same from the resources available.
The RP’s Information Memorandum clearly specified that only the
development rights and leasehold rights of the lessees, which were
100% subsidiaries of EIL, were included therein.
48. Intermittent and sporadic notices with regard to defaults in payment
are all that GNIDA has to offer at this stage. We may note that,
though payments were allegedly stopped by the lessees, viz., Neo
Multimedia Limited, Nishtha Software Private Limited and ETIPL,
on 06.01.2011, 20.09.2010 and 28.02.2013 respectively, GNIDA
did not bother to follow up on such defaults on a regular basis and
only occasional notices were issued to the lessees. As regards Neo
Multimedia Limited, the first notice was issued only in October, 2012
followed by a notice, over 8 years later, on 09.01.2019 and three
notices, thereafter, in February, April and May, 2019, and the last
notice on 04.03.2020. All the notices, except the first one, were issued
after commencement of the CIRP proceedings! As regards Nishtha
Software Private Limited, the last payment was allegedly made on
20.09.2010 but default notices were issued by GNIDA only in 2016,
i.e., on 28.09.2016, followed by a notice more than 8 months later
on 19.06.2017. Thereafter, with a gap of over one year and three
months, GNIDA issued a notice on 12.10.2018. Later notices were
in the year 2019 and the last was in March, 2020. Insofar as ETIPL
is concerned, the last payment was stated to have been made on
28.02.2013 and the first default notice was issued by GNIDA on
15.10.2013. However, having issued the aforestated notice within
a short period of time after the default, GNIDA took no steps till
25.05.2015, when the second notice was issued. Again, GNIDA slept
over the matter for a year and issued the next notice on 08.07.2016
followed by two notices in September, 2016. Then, with a hiatus of
nearly two years, GNIDA issued the last notice on 13.07.2018.
49. We are, therefore, of the opinion that 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
[2026] 5 S.C.R. 393

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

undertaken on such lands to ensure timely completion thereof
within the stipulated period of seven years. We may also note that
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. In this regard, we may also note that 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. This is further fortified by the fact
that all three lessees submitted documents to GNIDA while seeking
approval of building plans/sanctions based on the certification secured
from various authorities by EIL itself. Though GNIDA would contend
that it was not a party to the applications made by EIL for obtaining
permissions/NOCs from various authorities, there is no escaping
the fact that the lessees submitted all such documents to GNIDA for
securing sanction and permission for building plans. The question
of GNIDA claiming ignorance of EIL’s role in the development of the
projects, therefore, does not arise.
50. Turning a blind eye to all that was going on and also not going
on, GNIDA did not even choose to be vigilant after initiation of the
CIRP proceedings against EIL. GNIDA was informed of the same
by the IRP in December, 2018 and by the RP in March, 2019, but
took no steps to participate in the proceedings. On the other hand,
GNIDA seeks to blame the RP for not informing it of the progress of
the CIRP proceedings!! GNIDA’s correspondence was inconsistent
and impulsive, unmindful of the strict timelines contemplated by the
Code. The lack of responsibility and application of mind on the part
of GNIDA is manifest from the fact that even when it did submit its
hugely belated claim on 11.11.2021 in relation to its alleged dues
from Neo Multimedia Limited, it addressed it to the IRP who had
long before exited from the scene upon appointment of the RP by
the CoC. GNIDA never ever raised a claim in relation to the dues
of Nishtha Software Private Limited. Even as regards its dues from
ETIPL, we may note that GNIDA addressed its letter to the RP
394 [2026] 5 S.C.R.

Supreme Court Reports

only on 18.09.2019, after the approval of Roma’s resolution plan
by the CoC on 26.08.2019. The same non-application of mind is
demonstrated by GNIDA’s failure to point out to the NCLAT that its
appeal against the NCLT’s order dated 08.06.2021 was limited only
to the projects on its own leased lands and did not extend to the
approval of Alpha’s resolution plan in relation to Earth Copia, EIL’s
project on freehold land in Gurugram.
51. Having allowed so much water to flow under the bridge not only to
its own detriment but also to the detriment of the innocent home/
office space buyers who had invested their hard-earned monies for
securing their own homes/office spaces, it is not open to GNIDA to
portray itself as an uninformed and injured victim at this late stage.
We may also note that, even before this Court, GNIDA chose to
approbate and reprobate continuously. This incoherency and lack
of consistency on its part is again illustrative of its continued failure
to take timely measures, despite being fully aware of the situation.
On one hand, GNIDA contends that it has no role to play as EIL,
the CD, had no interest in the lands leased out by it to the three
companies but, on the other, GNIDA did raise a claim in relation to
two out of the three projects on those leased lands. In fact, it raised
a claim before the RP in September, 2019, claiming to be a financial
creditor and that its dues of ₹149 crore had to be admitted.
52. Before this Court, GNIDA attempted to bring in a third party, viz.,
Engineering Projects (India) Limited (EPIL), at the behest of the
Earth Buyers Association for Justice, to complete EIL’s stalled
projects. We may note that EPIL, itself, has not come forward to
stand by any such offer and only a letter addressed by it is relied
upon. Perusal of the letter dated 23.12.2024 addressed to GNIDA
by EPIL reflects that, pursuant to a meeting held on 21.12.2024, the
Executive Director of EPIL stated that they were ready and willing to
complete the stalled projects of EIL situated at Greater Noida. Having
stated so, he said that this was an ‘in-principle approval’ which was
contingent upon further study of the financial and other documents/
information of the projects that would be made available to the
company. It was, therefore, not a firm or unconditional commitment
by EPIL. Significantly, EPIL did not even choose to come before
us, if it was really keen on pursuing its offer. Therefore, EPIL’s offer
is not worthy of consideration and is, accordingly, eschewed from
consideration.
[2026] 5 S.C.R. 395

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

53. The sheet anchor of GNIDA’s case is that the assets of subsidiary
companies cannot be made part of the assets of the holding company
that was subjected to CIRP proceedings. Section 2(87) of the
Companies Act, 2013, defines a subsidiary company or subsidiary to
mean a separate legal entity. Reliance was placed by GNIDA upon
the recent judgment of this Court in BRS Ventures Investments
Limited vs. SREI Infrastructure Finance Limited and another12,
which reiterated that a holding company and its subsidiaries are
distinct legal entities and merely because the holding company
owns the entire shareholding in the subsidiary company, it would
not dilute its separate legal existence. No doubt, the concept of
holding companies and subsidiary companies is firmly entrenched
in our corporate scenario and once it is established that the holding
and subsidiary companies are independent legal entities in their own
right, the sanctity of such legal status has to be maintained unless
circumstances exist that require lifting/piercing of the corporate
veil. The question that arises is whether this was a fit case to lift
the corporate veil. Though the NCLAT was averse to doing so, we
are inclined to hold otherwise. In that regard, we may refer to the
observations of a Constitution Bench in Life Insurance Corporation
of India vs. Escorts Ltd. and others13 in the context of lifting of
the corporate veil:
‘…..Generally and broadly speaking, we may say that
the corporate veil may be lifted where a statute itself
contemplates lifting the veil, or fraud or improper conduct is
intended to be prevented, or a taxing statute or a beneficent
statute is sought to be evaded or where associated
companies are inextricably connected as to be, in reality,
part of one concern. 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 public interest, the effect on parties who
may be affected, etc.’

12 (2025) 1 SCC 456
13 (1986) 1 SCC 264
396 [2026] 5 S.C.R.

Supreme Court Reports

54. As is clear from the aforestated observations when, in reality,
associated or group companies are inextricably connected so as
to form part of one concern, the corporate veil should be lifted.
Applying this principle in ArcelorMittal India Private Limited vs.
Satish Kumar Gupta and others14, this Court affirmed that 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. It
was further observed that 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.
55. Neo Multimedia Limited and Nishtha Software Private Limited were
both wholly owned subsidiaries of EIL, the CD. They had leases
over the lands in which EIL was to develop the projects, viz., Earth
TechOne and Earth Sapphire Court. ETIPL was incorporated only to
enable GNIDA’s leasing of land for development of Earth Towne and
was controlled by EIL, with a 98% shareholding. ETIPL, therefore,
stands on a different footing from the other two companies, insofar
as GNIDA is concerned. In any event, we may note that 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 these projects. The
companies’ shareholdings indicate that EIL was the dominant and
majority shareholder.
56. Further, GNIDA was clearly aware that it was EIL, the CD, that was
developing the projects on the lands leased out by it to the three
companies. GNIDA cannot claim ignorance of this on the mere ground
that it was not a party to the development agreements/MoU. This
was the situation in relation to two projects – Earth Sapphire Court
as well as Earth TechOne. Insofar as Earth Towne is concerned,
as already stated, GNIDA itself required the consortium of the
three companies to incorporate a SPC and it was pursuant to this
requirement, that ETIPL was brought into existence. Further, the
lease deed executed by GNIDA in favour of ETIPL made it clear
that EIL was to be the lead member of ETIPL, retaining its majority
shareholding as well as its lead role. It is an admitted fact that EIL,

14 (2019) 2 SCC 1
[2026] 5 S.C.R. 397

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

which had a 78% shareholding in ETIPL, increased it to 98%. ETIPL
executed an agreement conferring the right to develop the project
on the leased land in favour of EIL. GNIDA cannot, therefore, look
askance at the role played by EIL in the development of Earth
Towne. More so, in the light of its own letter to the police authorities
acknowledging EIL’s role in the development of Earth Towne, which
we have already referred to. In effect, GNIDA cannot claim ignorance
of the constructions by EIL in relation to all three projects. Each case
that comes before a Court, in the context of lifting of the corporate
veil, would have to turn upon its own individual facts. Given the
facts obtaining presently, we are of the firm view that 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. In the
light of this finding, we deem it unnecessary to deal with the issue
raised in the context of Sections 18 and 25 of the Code, apropos
the scope of the term ‘assets’.
57. Alpha’s resolution plan, which was approved by the CoC on 11.11.2019
and by the NCLT on 08.06.2021, provided under Clause 4 thereof,
that it would seek a waiver from GNIDA of its dues but added that
if such waiver was not granted, the dues would be proportionately
distributed amongst all the allottees. Clause 12.1 of the resolution
plan contemplated issuance of a ‘No Dues Certificate’ by GNIDA
prior to conveyances in relation to Earth Sapphire Court as well as
Earth TechOne. Alpha, however, stated before this Court that it was
willing to pay GNIDA its dues without penal interest/penal charges,
given sufficient amount of time, without burdening the homebuyers.
58. In EIL’s CoC, HDFC Bank and the home/office space buyers were the
only financial creditors. HDFC Bank, which claimed to be a secured
financial creditor, dissented with Alpha’s resolution plan. Its objection
to the acceptance of the resolution plan was rejected by the NCLT
and that order became final. Therefore, the Monitoring Committee
comprised only the buyers. The Monitoring Committee was impleaded
as a party respondent by GNIDA in Company Appeal (AT)(Ins) No.
629 of 2022 filed before the NCLAT. Sanjay Bhalla, the authorized
representative of the Monitoring Committee, is supporting Alpha’s
resolution plan and filed Civil Appeal No. 1743 of 2023 assailing
the judgment dated 30.01.2023 in relation to Earth Sapphire Court
and Earth TechOne. He supports Alpha, whose resolution plan was
398 [2026] 5 S.C.R.

Supreme Court Reports

approved by the order dated 08.06.2021 and seeks restoration thereof.
Notably, the Minutes of the Monitoring Committee’s meeting held on
10.08.2025 evidence that Alpha undertook that it would absorb the
dues payable to GNIDA and the same would not be burdened upon
the allottees/buyers.
59. Earth Towne Flat Buyers Welfare Association represents about 1600
homebuyers of Earth Towne, of whom 1222 homebuyers are its
registered members. The total number of homebuyers in the project
are stated to be around 1,878. The majority of the homebuyers are,
therefore, represented by this association, which supports Roma’s
resolution plan. We may also note that Roma, being the successful
resolution applicant, expressed its willingness to settle the dues
of GNIDA given sufficient time. Roma does not propose to charge
GNIDA’s dues from the homebuyers of Earth Towne and is willing
to bear the entire burden by itself.
60. Earth Towne Flat Buyers Welfare Association filed Civil Appeal No.
2466 of 2023, aggrieved by the judgment dated 30.01.2023 insofar
as it pertained to Company Appeal (AT) (Ins) No. 630 of 2022. This
association participated in the proceedings before the NCLAT and
contributed substantially, by bringing out relevant facts reflecting upon
the somnolence and delay on the part of GNIDA in taking appropriate
steps against EIL, despite its failures on all counts.
61. Civil Appeal No. 2491 of 2023 was filed by Roma assailing the
judgment dated 30.01.2023 insofar as it related to Company Appeal
(AT) (Ins) No. 630 of 2022,. Roma seeks restoration of the order
dated 05.04.2021 approving its resolution plan.
62. UTOPIA is the association of allottees of the Earth TechOne, while
Sapphire Patrons Independent Common Association (SPICA) is
the associtation of allottees of Earth Sapphire Court. Both these
associations participated in the proceedings before the NCLAT and
supported the NCLT orders approving the resolution plans. On the
same lines, they now support the said plans and seek setting aside
of the judgment dated 30.01.2023 passed by the NCLAT, insofar as
it pertained to Company Appeal (AT) (Ins) No. 629 of 2022.
63. Civil Appeal Nos. 3435-3437 of 2023 were filed by the Earth United
Consumer Association, assailing the judgment dated 30.01.2023 in
relation to all three appeals and supporting the orders approving
the resolution plans of Roma and Alpha. The association claimed
[2026] 5 S.C.R. 399

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

to be a consumer association, representing the buyers/allottees of
EIL’s projects. Significantly, this association was not a party to the
earlier proceedings. In any event, as it is only playing a supporting
role, reiterating the grounds taken by the parties to the litigation, we
need not entertain the same.
64. Of relevant significance is the fact that the Ministry of Housing and
Urban Affairs, Government of India, constituted a committee under
the chairmanship of Mr. Amitabh Kant, former Chief Executive Officer
of the Policy Commission, vide order dated 31.03.2023, in relation
to stalled real estate projects. This Committee was to recommend
measures to protect the interests of homebuyers and to complete
such stalled projects in a timely manner. The Committee submitted
its report on 24.07.2023. The Committee noted that real estate was
an important sector and more than 200 industries were linked to it,
creating a large number of jobs. It was also noted that as per the
estimate of the Indian Banks Association, about 4.12 lakh houses
across the country were not completed due to financial constraints of
the developers. Of these, around 2.4 lakh houses were stated to be in
the National Capital Region under Authorities, such as NOIDA, GNIDA
and YEIDA. Upon the recommendations made by the Committee, the
Government of Uttar Pradesh was stated to have formulated a policy/
package so as to protect the interests of all parties while promoting
development. It was recorded that the main objective of the policy/
package was to provide houses/flats with registry to the homebuyers
as early as possible. Group housing projects were covered thereby
but not projects that were commercial, industrial, etc.
65. The scheme of the policy/package envisages co-developers
being given permission to complete the projects after recognizing
them in the records of the Authority concerned and, thereupon,
the responsibility for paying the dues of the said Authority and
completing the project would be jointly shared by the co-developer
and the allottee. All outstanding amounts were to be re-verified by
an independent chartered accountant/ third party and recalculated
as per the conditions of the lease deed and the orders issued by the
Authority from time to time. Time extension to complete the project
was to be given, free of cost, subject to a maximum period of three
years. Net outstanding amounts of upto ₹100 crore were to be paid
in a maximum of one year while net dues of upto ₹500 crore could
be cleared over two years. If the outstanding amount exceeded ₹500
400 [2026] 5 S.C.R.

Supreme Court Reports

crore, it could be paid within three years. In the event the developer
failed to complete the project within the stipulated three years, penalty
of 20% was to be levied on the remaining dues and efforts were to
be made by the Authority concerned to get the project completed.
If the dues were already paid in full to the Authority, then no fine
was to be imposed. This policy/package was communicated by the
Infrastructure and Industrial Development Commissioner, Government
of Uttar Pradesh, to the Chief Executive Officers of the Authorities,
including GNIDA and YEIDA.
66. Though, the aforestated policy/package would have application only
to Earth Towne, being a residential project, and may not apply stricto
sensu to the other two projects, which are commercial in nature, we
may note the higher objective underlying this policy, i.e., to secure
completion of stalled development projects. As that was the very
aim of the CIRP proceedings initiated against EIL, the CD, we are
of the opinion that by adopting the policy to some extent to suit the
present situation, the successful resolution applicants, Alpha and
Roma, can be permitted to proceed with their resolution plans to
complete the projects, viz., Earth Towne, Earth Sapphire Court and
Earth TechOne, while protecting the interests of GNIDA also.
67. As rightly pointed out by the NCLAT, the inertia on the part of GNIDA
and its failure to protect the interests of the home/office space
buyers, apart from its own interests, clearly disentitles it from levying
penal interest/penal charges/time-extension penalties at this stage.
However, notwithstanding the lapses on its part, GNIDA would still
be entitled to recover the principal amounts due to it, after deducting
the penal interest, penal charges and time-extension penalties. The
dues in that regard shall be recalculated by GNIDA, as indicated
hereinabove, and communicated to Alpha and Roma within two weeks
from the date of this judgment. Once such amounts are quantified,
the resolution applicants shall make necessary arrangements for
payment of those dues. We would expect Alpha and Roma, the
successful resolution applicants, to stand by their commitment that
such dues would not be burdened upon the home/office space
buyers who have already suffered sufficiently by the delay in the
execution of the projects. The said dues shall be cleared by Alpha
and Roma on their own. The payments in that regard, in equated
monthly instalments, shall be made over twenty four months. The first
such payment shall be made on or before the 7th day of July, 2026.
[2026] 5 S.C.R. 401

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

Registration of the homes/office spaces in favour of the allottees
shall be undertaken only after payment of the dues of GNIDA in
totality and with its active participation, so as to confer the status of
sub-lessees upon the buyers.
68. 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 shall stand
restored. The successful resolution applicants shall endeavour to
complete the projects within the time frames indicated by them in
their resolution plans. Those time frames shall commence from the
1st day of June, 2026.
69. On the above analysis, Civil Appeal Nos. 1526 of 2023, 1743 of 2023,
2491 of 2023, 2466 of 2023, 3438 of 2023 and 4619 of 2023 are
allowed. Civil Appeal Nos. 2406-07 of 2023 are disposed of in the
above terms. Civil Appeal Nos. 3435-3437 of 2023 and Civil Appeal
(Diary) No. 19132 of 2023 are dismissed and lastly, Civil Appeal Nos.
2756 and 2763 of 2023 filed by GNIDA are also dismissed.
70. IA No. 174061 of 2023 was filed by Surinder Kumar Juneja, the
erstwhile IRP who was appointed on 06.06.2018, at the time of
admission of the CIRP against EIL. He sought intervention in this
appeal only because of the status quo order dated 13.04.2023
passed by this Court. Owing to the said order, his application in
IA No. 1194 of 2021 pending before the NCLT, filed under Section
60(5) of the Code, for payment of his professional fees, has also
been put on hold. As the appeals are being disposed of, the status
quo order shall cease to operate. His application can, therefore, be
considered by the NCLT, independently and on its own merits, in
accordance with law.
71. IA No. 1878 of 2024 was filed by Airwil Intellicity Social Welfare
Society, seeking to come on record on the ground that the issue
raised in the present appeals is similar to that in the CIRP proceedings
that it is interested in. The application is misconceived and is,
accordingly, rejected. Similarly, IA No. 137704 of 2023 was filed by
the consortium of One City Infrastructure Private Limited and APM
402 [2026] 5 S.C.R.

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Infrastructure Private Limited, seeking to intervene on the ground
that their resolution plan, which was pending approval before the
adjudicating authority, has been kept on hold owing to the pendency
of these appeals. This application is equally misconceived and is,
accordingly, dismissed.
72. IA No. 137215 of 2023 was filed by one Ms. Manish Rawat, Resolution
Professional of Earth Gracia Buildcon Private Limited, seeking to
intervene in these appeals on the ground that she is the Resolution
Professional of a group company of EIL, which is also facing CIRP
proceedings, and has a direct interest in the outcome of these cases,
as the decision in these appeals would decide the fate of numerous
allottees in the project, which was the subject matter of the CIRP
against that group company. However, we are not inclined to accept
her intervention in these appeals and the application is dismissed.
73. IAs for intervention and relief filed by Sanjeev Kumar Singh and
Beena Singh, claiming to be affected homebuyers of Earth Towne,
are not considered as they were not parties before the NCLAT. In any
event, their interests are adequately protected by their association.
The applications are, accordingly, dismissed. IA Nos. 217541-217542
are also rejected, as the interest of the intervenor is sufficiently
represented.
74. IA Nos. 166202 of 2023 and 50758 of 2025, filed by Jambey Tashi
(deceased, represented by LRs) and others, seeking to intervene
and also praying for a direction to NBCC (India) Limited or any other
competent public sector undertaking to submit its detailed proposal for
completion of the projects of EIL and to take over and complete such
projects, so as to hand over the units to the buyers is also rejected.
75. IA No. 77861 of 2023, filed by Earth Buyers Association for Justice,
seeking to come on record, is misconceived as its appeal against
the order dated 08.06.2021 was dismissed and attained finality.
Significantly, it did not disclose this fact in its application for
impleadment. Its applications for directions are also rejected.
76. Apart from the aforestated applications, we may note that several
intervention applications were filed by home/office space buyers
seeking to be heard. However, as their interests are sufficiently
represented by the associations which had participated in the
proceedings before the NCLAT, we are not inclined to entertain such
individual intervention applications.
[2026] 5 S.C.R. 403

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

77. Similarly, applications have been filed by persons claiming to be
home/office space buyers, who had failed to submit their claims
before the IRP/RP within time and now seek to be impleaded in these
appeals to air their grievances in that regard. As they failed to take
necessary steps at the relevant time by filing applications before the
NCLT, if their claims were not admitted or entertained by the IRP/
RP and as such issues are outside the scope of these appeals,
we are not inclined to entertain the same. Intervention applications
filed by such intervenors and their applications for directions are,
accordingly, rejected.
All other applications shall also stand closed.
Parties shall bear their own costs.

Result of the case: Appeals disposed of.

†
Headnotes prepared by: Divya Pandey