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TMI Blog2023 (7) TMI 158X X X X Extracts X X X X X X X X Extracts X X X X ..... land in question, it is open for MGF to initiate appropriate proceedings seeking the same - Likewise, if at all, the Letter Agreement confers any right upon MGF, it is open to MGF to assert those rights in appropriate proceedings and seek appropriate order/s. In the present proceedings, there is no warrant to accede to the prayer/s sought in IA No. 7896/2023. In the circumstances, as jointly prayed by the petitioner and the respondents, the custody of the title deeds/documents are directed to be placed in the joint custody of the petitioner and the respondents. Application disposed of with the direction that the title deeds of the land in question, which are presently lying with the Registrar General of this court, be released to the petitioner and the respondents, who shall retain joint custody thereof. - O.M.P. 135/2010 - - - Dated:- 3-7-2023 - HON'BLE MR. JUSTICE SACHIN DATTA Petitioner Through: Mr. Sandeep Sethi, Sr. Adv. and Mr. Ciccu Mukhopadhyaya, Sr. Adv. along with Mr. Vikram Sobti, Mr. Mehul Parti, Mr. Ashwani Malhotra and Mr. Adil Vasudeva, Advs. Respondents Through: Mr. Sudhir Nandrajog, Sr. Adv. along with Ms. Pooja M. Saigal, Mr. Yudhister S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 2. Vide order dated 05.03.2010, the respondents were directed to maintain the status quo with regard to the title and possession of the land covered by the aforesaid agreement dated 21.08.2006. 3. Vide order dated 12.05.2010, it was recorded, inter-alia, as under: It is agreed between the parties that the title deed with respect to 49 acres of land mentioned in Schedule 3 of the Agreement shall be deposited in a locker of a nationalized bank in New Delhi. The said locker shall be operated jointly by both the parties. In case any of the parties wants to access the title deed, prior leave of this Court will be sought. 4. The present petition [O.M.P. 135/2010] itself was disposed of vide order dated 27.09.2010 taking note of the fact that the arbitration proceedings between the parties were underway. 5. The arbitration proceedings between the parties are now stated to be at an advanced stage and on the verge of culmination. 6. In view of the aforesaid order/directions of this Court, regarding deposit of title deeds/documents of the project land in question in a bank locker, the said title deeds came to be eventually deposited in a locker at the State Bank of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rected to remain personally present in court on the next date of hearing. A copy of this order be communicated to Mr. Rakshit Jain by the petitioner. Let proof of communication be placed on record. In the meantime, the respondents are directed to file their reply to this application, if any, within 02 weeks; failing which the application will be decided without awaiting such reply. 9. Subsequently, I.A. No. 14881/2022 came to be filed on behalf of Mr. Rakshit Jain. The prayer in the said application is as under: Modify the Order dated 22.7.2022 passed in IA No. 2935 of 2020 and be further pleased to keep the directions in abeyance during the pendency of proceedings pending before NCLT, New Delhi on the implementation of the Scheme of Demerger sanctioned on 18th July, 2018 in CP No. 689 of 2016. 10. In the said application, reference has been made to a Scheme of Demerger/Scheme of Arrangement qua the petitioner company which was subject matter of the proceedings before the National Company Law Tribunal, Delhi (the NCLT ). Attention was also drawn to the fact that Mr. Rakshit Jain is a Director of a company known as MGF Developments Limited i.e. the Resu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y of this application, the petitioner/applicant seeks necessary directions for accessing the bank locker, wherein the title deeds of the project land in question are stated to have been put pursuant to the directions issued by this court on 22.07.2022. 2. Admittedly, in terms of directions issued by this court, on 02.08.2010, the title deeds of the land in question were contemplated to be kept in a locker, to be opened with State Bank of India, East Park Road, Modal Basti, Karol Bagh, Near Patel Nagar (East), New Delhi-110005 (Branch Code: 6064). However, it is submitted that since the locker available in the said branch was not large enough to accommodate the title deeds in question, the petitioner and respondent agreed to utilize a locker in the State Bank of India, Parliament Street branch to keep the original title documents in question. In pursuance of this understanding, the original title documents were kept in a locker attached to the Savings Bank Account of Mr. Rakshit Jain in the State Bank of India, Parliament Street Branch. 3. Vide order dated 22.07.2022, this court passed the following order: I.A. 2935/2020 Despite the direction contained i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it Jain and that all the keys of the said strong box will also be handed over to the Local Commissioner. After securing the title deeds in the said strong box, the Local Commissioner will hand over the same together with the keys thereof, to the Registrar General of this court, who will preserve the same till further orders . 5. It is clarified that none of the parties will retain any keys to the strong box and all the keys of the strong box will remain with the Registrar General of this court. 6. All the parties, including Mr. Rakshit Jain, agree to fully cooperate with the Local Commissioner in implementing the aforesaid directions. 15. The aforesaid directions contained in the order dated 09.01.2023 were complied with and the title deeds of the land in question, are accordingly lying with the Registrar General of this Court. 16. Thereafter, on 12.04.2023 elaborate arguments have been addressed by the applicants in I.A. Nos. 14881/2022 and 2935/2020 and pursuant thereto the judgment was reserved in these applications. 17. Subsequently, another I.A. No. 7896/2023 came to be filed on behalf of Mr. Rakshit Jain in which again, detailed references have been made ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the judgment/order dated 08.01.2018 (as amended vide order dated 16.07.2018) passed by NCLT to emphasise that the land/project in question continues to be vested in the petitioner. 22. It has been further contended that Capital Tower Economic Benefit Agreement dated June 2017, as referred to in IA 14481/2022 has never even been executed. It is strongly contended that no rights can be asserted by the MGF/Mr. Rakshit Jain on the basis thereof. 23. Learned counsel for the respondents has supported the arguments made on behalf of the petitioner, and has also referred to order dated 16.07.2018 of the NCLT to contend that M/s MGF Development Ltd. has no right whatsoever in respect of the land in question. 24. It has been contended by Mr. Sudhir Nandrajog, Sr. Adv. (in IA No. 7896/2023) and by Ms. Pooja M. Saigal, learned counsel appearing for Mr. Rakshit Jain that the Scheme of Demerger is yet to be implemented. In this regard, reference has been made to the proceedings stated to be still pending before the NCLT. It is contended that till the controversy regarding implementation of the scheme of Demerger is resolved, it would be gravely prejudicial to the interest of Rakshit J ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bitration between the parties was underway. MGF Developments Limited has taken no steps to implead itself in the arbitration proceedings. 30. I.A. No. 2935/2020 came to be filed almost 10 years after disposal of OMP 135/2010 on the basis that the parties were unable to access the relevant locker where the title deeds were kept. Directions were issued by this Court to retrieve the title deeds, and at joint request, it was also directed that the title deeds be kept with the Registrar General of this Court during the pendency of these proceedings. However, there is no occasion to expand the scope of present proceedings so as to adjudicate upon the contentions raised by MGF Developments Limited asserting right/s in respect of land in question and seeking joint custody of the title deeds. It is open for MGF Developments Limited to initiate independent proceedings with regard to alleged rights in respect of land in question. However, this petition is not concerned with the lis between the MGF Developments Limited on the one hand and the petitioner and respondents on the other hand. 31. It is also noticed that under the Scheme of Demerger that has been placed on record, the, Demerg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company Secretary. In the affidavit, it has been pointed out that the parties have amicably settled with the objectors in the larger interest of the ongoing project and the petitioners have acceded to the request of the objectors. Accordingly, it has been agreed to exclude the aforesaid project,- (Capital Tower, Gurugram) from the Demerged Undertaking and to retain the same in the Demerged Company-Emaar MGF Land Ltd. Pursuant to the settlement Capital Tower Project is now being retained by the Demerged Company and being excluded from the definition of the Demerged Undertaking, the reference of Capital Towers , Biosphere Capital Towers , Sikandepur Ghosi - 6.28 acres and other assets/liabilities in relation thereto, shall stand deleted from the Scheme and the same shall be retained in the Demerged Company. Pursuant to the Capital Tower Project now being retained by the Demerged Company and being excluded from the definition of the Demerged Undertaking, the following clauses shall stand substituted to ensure compliance with Section 2(19AA) and section 72A(4) of the Income Tax Act 1961: Clause 1(vii)(C)(b) of the Scheme shall stand substituted with accumulated losses a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d order of the NCLT that the land/project in question has been excluded from the definition of Demerged Undertaking and the same has been directed to be retained by the petitioner herein (Demerged Company). 35. As far as the Capital Towers Economic Benefit Agreement dated June, 2017 is concerned, a duly signed copy thereof has not been placed on record. Morover, a perusal of the same reveals that it contemplates that MGF Developments Limited would became a contributor in respect of the project pertaining to construction and development of the land in question, and in lieu thereof, it would be entitled to a share of the economic benefit arising out of the Developer Project Share . The said agreement also contains an arbitration clause. If at all the said agreement creates any rights in favour of MGF and/or warrants that MGF should have joint custody of the title documents in respect of the land in question, it is open for MGF to initiate appropriate proceedings seeking the same. Likewise, if at all, the Letter Agreement confers any right upon MGF, it is open to MGF to assert those rights in appropriate proceedings and seek appropriate order/s. In the present proceedings, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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