Case: RAMESHWAR AND ORS Vs. STATE OF HARYANA &amp; ORS

Rs. 15 crores and was entitled to a share of receipts of developed units sold. 38. The main judgment of this Court has carefully considered and gone into great lengths to examine the file notings which led to the final decision of the State not to acquire such lands. In the case of Frontier, the records clearly demonstrate that a noting was approved by the State Government at the highest level that All India Service Officers of the Jammu & Kashmir cadre had requested for lands for their residential housing society. This request was the main basis for the decision not to acquire Frontiers lands which was the subject matter of License No. 88 of 2008. After said decision, Frontier parted with all its rights to Godrej, as did the owners of other parcels of land, i.e., Balbir Singh and Ram Pyari. These facts clearly demonstrate how the entire state machinery was subverted. The collaboration agreement with Godrej shows that 50 residential units were committed to the Jammu & Kashmir cadre of All India Service Officers (just above 10% of the total number of flats ultimately constructed). Likewise, in the case of Paradise, Frontier and Karma too, entering into collaboration agreements and the seeking grant of licenses formed the basis for the States final decision not to go ahead with the acquisition even though a declaration under Section 6 had been published. 39. It is clear that the collaboration agreements formed the first element of a two-step process whereby the colonizers / developers (who might have been also land owners) having acquired lands, prior to the preliminary notification, went ahead and entered into commitments by executing collaboration agreements after the notification under Section 4, and even declaration under Section 6, with full knowledge. The consideration for parting with developmental rights was far higher than the market value of the lands which they would have been entitled to. These acts ultimately culminated with the decision not to acquire the lands. The second step – and the important one persuading the State not to acquire the lands (In the case of Frontier Developers (earlier known as Conway), the request for de-notification was made, by a letter dated 17.08.2007, to the state of Haryana - a fact noted in the status report filed by the Enforcement Directorate (hereinafter, ED) before the Court)- was the application for, and the grant of, development licenses. Uniformly, in all these cases, the applications were made prior to the scheduled date of publication of the award (26.08.2007). This is a significant and tell-tale factor because there was no way the applicants would have ordinarily known that an award would not be pronounced on the concerned date. In fact, the application clearly indicates foreknowledge that their lands would not be ultimately acquired. This is what may be characterized as the proverbial smoking gun which establishes the complicity of these individuals and entities. 40. Land ownership typically carries with it a bundle of rights. A landowner has the right to possess, sell, lease, develop, sub-let, occupy, etc. On an overall analysis of the common features of all the collaboration agreements as carried out in an earlier part of the judgment, it is evident that except for the empty husk of a title, the land owner parted with predominant and substantial rights over the property, including possession. In almost all the cases, these rights were parted for consideration which was far above the notified acquisition rates. This observation applies in the case of the two companies – Frontier and Karma, who continued to be the land owners of the land. Such emptying out of all important attributes that constitute rights and interest over the property cannot but be viewed as a transfer. To hold otherwise would mean that after receiving substantial amounts – equal to many times over the existing market rates (that could ordinarily have been claimed by the landowner in respect of their holding in acquisition proceedings) – and entitling the developer to create third-party rights in respect of not a few but hundreds of people, nevertheless, the landowner could still hold out and claim their right to not part with the title. Such a conclusion would defy reason and commonsense and cannot be countenanced. In the circumstances, it is held that the collaboration agreements in all these cases which ultimately culminated in the grant of licenses would fall within the mischief of the term transfer as envisioned in the main judgment, as it foreclosed the enjoyment and possession by the landowner, who willingly parted with such rights, for valuable consideration and acquiesced to irreversible changes on it. 41. The above observations are dispositive of the issue. However, this Court cannot be oblivious to the existing state of affairs. The collaboration agreement entered into between Paradise and Green Heights and Frontier and Balbir Singh and Ram Pyari with Godrej have led to construction of units. This Court has been shown materials which establish that in the case of Green Heights, the number of constructed units is 438 (of which 371 have been sold) and in the case of Godrej, the constructed units is 567. It is also on record that Green Heights has received Rs. 70.92 crores as against sale value of agreements. Likewise, there is no denial of the fact that Godrej has also received substantial amounts in the range of Rs. 300 crores towards its residential units sold. In these circumstances, the Court would have to strike a proper balance and protect the interests of such third-party consumers to ensure that they do not suffer on account of the past sins of the colonizers / developers or land owners, as the case may be. 42. The main judgment recorded that in another transaction, one of the colonizers / developers had paid Rs. 4.5 crores per acre at the relevant time (in 2009). During the hearing, learned counsel for the State mentioned that the current value of these contiguous land is to the tune of Rs. 5.3 crores.

Decision (1 = appeal accepted, 0 = rejected): 0

Explanation:
0[ds]In these cases, undoubtedly transfer of such rights was done after the lands were notified under Section 4 (except in the case of Karma where apart from the original development agreement dated 16.02.2004, a supplementary agreement was entered later into on 24.12.2006). Additionally, soon after the collaboration agreements were executed, licenses were applied for and issued (License Nos. 88 of 2008, 59 of 2009 and 206 of 2008) after the declaration under Section 6 but before the States final decision to not acquire the lands on 29.01.2010.31. The following are the features common to all the collaboration agreements:i. Possession was handed over to the colonizer / developer;ii. Full rights of development – the nature, the kind of colony or group housing units to be constructed as well as their numbers were at the absolute discretion of the colonizer / developer;iii. Substantial amounts were paid to the land owner (and in the case of Frontier, in addition to the original landowners, the intervening developer as well, such as Earl);iv. Wherever intervening rights existed (such as those of Frontier which had already committed to allot a certain number of developed or constructed units to third parties) the ultimate developer (such as Godrej) took over such liability;v. The landowners, and wherever applicable, the intervening developer, were in addition, entitled to a share in the proceeds and to a certain number of units of constructed or developed lands defined specifically in the agreement;vi. Power of attorney documents were executed in favour of the colonizer / developer, to facilitate the latters intent to develop the lands;vii. The consideration paid to landowners in all these cases far exceeded the market value of the lands, prevailing at the time of the notification under Section 4;viii. The landowner – and wherever applicable, the intervening colonizer / developer – executed registered power of attorneys to the final developer, and in all cases agreed to execute registered sale deeds to the allottees of the colonizer / developer as and when called upon to do so; andix. In some cases, on the strength of these collaboration agreements, licenses were applied for by the landowner or by the intervening developer.32. The nature of collaboration agreements has been discussed by this Court in Faqir Chand Gulati vs Uppal Agencies Pvt. Ltd. & Anr. (2008) 10 SCC 345  In this case, the parties had entered into a collaboration agreement for the construction of a residential building. The usual conditions, such as handing over possession, non-interference in the project, handing over title documents to enable sale of constructed units to third parties, etc. were agreed to. Holding that the Consumer Protection Act, 1986 was applicable to the collaboration agreement, and that the parties could not be viewed as constituting a joint venture given the power inequality between them, this Court held as follows:27. What then is the nature of the agreement between the appellant and the first respondent? The appellant is the owner of the land. He wants a new house, but is not able to construct a new house for himself either on account of paucity of funds or lack of expertise or resources. He, therefore, enters into an agreement with the builder. He asks the builder to construct a house and give it to him. He says that as he does not have the money to pay for the construction and will, therefore, permit the builder to construct and own additional floor(s) as consideration. He also agrees to transfer an undivided share in the land corresponding to the additional floor(s) which falls to the share of the builder. As a result, instead of being the full owner of the land with an old building, he becomes a co-owner of the land with a one-third share in the land and absolute owner of the ground floor of the newly constructed building and agrees that the builder will become the owner of the upper floors with corresponding two-third share in the land. As the cost of the undivided two-third share in the land which the landowner agrees to transfer to the builder, is more than the cost of construction of the ground floor by the builder for the landowner, it is also mutually agreed that the builder will pay the landowner an additional cash consideration of Rs 8 lakhs.28. The basic underlying purpose of the agreement is the construction of a house or an apartment (ground floor) in accordance with the specifications, by the builder for the owner, the consideration for such construction being the transfer of undivided share in land to the builder and grant of permission to the builder to construct two floors. Such agreement whether called as a collaboration agreement or a joint venture agreement, is not, however, a joint venture. There is a contract for construction of an apartment or house for the appellant, in accordance with the specifications and in terms of the contract. There is a consideration for such construction, flowing from the landowner to the builder (in the form of sale of an undivided share in the land and permission to construct and own the upper floors). To adjust the value of the extent of land to be transferred, there is also payment of cash consideration by the builder. But the important aspect is the availment of services of the builder by the landowner for a house construction (construction of the owners share of the building) for a consideration. To that extent, the landowner is a consumer, the builder is a service provider and if there is deficiency in service in regard to construction, the dispute raised by the landowner will be a consumer dispute. We may mention that it makes no difference for this purpose whether the collaboration agreement is for construction and delivery of one apartment or one floor to the owner or whether it is for construction and delivery of multiple apartments or more than one floor to the owner. The principle would be the same and the contract will be considered as one for house construction for consideration. The deciding factor is not the number of apartments deliverable to the landowner, but whether the agreement is in the nature of a joint venture or whether the agreement is basically for construction of certain area for the landowner.33. The above judgment, while clarifying the purpose of collaboration agreements, falls short of delving into the legal effects of the transfer of such development rights. Parting with rights which are fundamental to ownership, for valuable consideration (in cash or by handing over constructed units), leaving only the nominal title with the landowner, is a common feature of such collaboration agreements. Given the evolution in complexity of real estate contracts, and the absence of the definition of collaboration agreements in legislation, their interpretation by various High Courts assumes significance. In a question pertaining to the applicability of the Specific Relief Act, 1963 to such contracts, a Full Bench of the Calcutta High Court in Ashok Kumar Jaiswal v. Ashim Kumar Kar AIR 2014 Cal 92 . while addressing the nature of development agreements, also answered the question in affirmative:45. This leads to the unavoidable discussion as to what may be regarded as a Development Agreement as referred to in the questions framed for the reference and the Judgments of this Court cited by the parties. Without intending the discussion to be an exhaustive treatise on Development Agreements of all hues, it may be recognized there can be several Agreements, which can be loosely described as Development Agreements in the sense that such expression has been used in the judgments cited in course of the present proceedings. An owner without any funds or the independent resources to construct a new building on such owners land may engage another for such purpose with the consideration for the construction being paid by allocation of a part of the constructed area. There could be several variants of the same basic structure of a Development Agreement with the Agreement either providing for the owner being entitled to a sum of money in addition to a specified share in the constructed area or with a Developer being required to rid the land of its encumbrances, whether monetary or otherwise, prior to the construction being taken up. There may be other similar Agreements under which the Developer is required to temporarily relocate an existing tenant or occupant and ultimately provide the tenant or occupant a part of the constructed area. In the context in which certain Agreements pertaining to the construction of new buildings contemplate the construction to be undertaken or orchestrated by a person other than the owner of the land, whether upon the demolition of the existing structure or otherwise, with such person other than the owner having a share in the constructed area, such Agreements have now come to be regarded as Development Agreements. Whether or not such Agreements are in the nature of collaboration or joint venture, they are loosely referred to as Development Agreements in several Judgments. Such Agreements are not merely for the construction of any building or for the mere execution of any other work on the land. The Developer is not merely a Contractor engaged to undertake the construction; the Developer is, under the Agreement with the owner, promised a part of the constructed premises as owner thereof together with the proportionate area of the land. In the context in which certain Agreements are referred to as Development Agreements and the non-owner party to such an Agreement is regarded as the Developer qua the nature of the work envisaged under the Agreement, the Developer always has a share in the building or the area proposed to be constructed – which implies a proportionate share of the piece of earth – and such Agreement envisages the Developer to have a share of, and interest in, the final product which is the outcome of the Agreement.46. In such sense, a Development Agreement which envisages the party thereto other than the owner being responsible for ensuring the construction of a building on the subject land and having a share therein, there is an inescapable contract to transfer immovable property. In form, a Development Agreement which envisages the Developer to have a share in the building proposed to be constructed in terms of the Agreement, the Agreement may appear to be somewhat not resembling an Agreement for transfer of an immovable property; and, indeed, it is not an Agreement simpliciter for sale of an immovable property. In law, however, a Development Agreement of the kind described herein entails the transfer of immovable property in the sense that the Developer or an assignee of the Developer, at the instance of the Developer, would be entitled not only to a part of the constructed area but the proportionate share of the land on which the construction is made.34. Thus, collaboration agreements which enable the colonizer / developer to retain a significant portion of the constructed area as consideration, are not in the nature of pure construction contracts. An analysis of these agreements depicts the transfer of crucial rights and interests in the property, which otherwise are enjoyed only by the landowner, falling short only in respect of the title.36. The recognition of transfer of valuable rights by collaboration agreements was also commented upon in Unitech Ltd. v. Union of India (2016) 2 SCC 569,  wherein this Court was concerned with whether a collaboration agreement constituted transfer of property under Chapter XX-C of the Income Tax Act, 1961. Vidarbha Engineering Industries entered into a collaboration agreement with Unitech on 17.03.1994 for development and construction of a commercial project at Dahipura and Untkhana in Nagpur. Unitech was to retain 78% of the total constructed area, transferring the rest 22% to Vidarbha. It is imperative to note that Vidarbha itself had leased said land from Nagpur Improvement Trust for a period of thirty years, and could not transfer title to any third party such as Unitech. The Court interpreted Section 269-UA of the Income Tax Act, 1961 which included transfer of any right or enabling enjoyment of immovable property, as follows:6. It is clear from the agreement that the transfer of rights of Vidarbha Engineering in its land does not amount to any sale, exchange or lease of such land, since, only possessory rights have been granted to Unitech to construct the building on the land. Nor is there any clause in the agreement expressly transferring 22% of the building to Vidarbha after it is constructed by Unitech. Clause 4.6 only mentions that as a consideration for Unitech agreeing to develop the property it shall retain 78% and the share of Vidarbha Engineering will be 22%. In fact Parliament has defined transfer, deliberately wide enough to include within its scope such agreements or arrangements which have the effect of transferring all the important rights in land for future considerations such as part acquisition of shares in buildings to be constructed, vide sub-clause (ii) of clause (f) of sub-section (2) of Section 269-UA. There is no doubt that the collaboration agreement can be construed as an agreement and in any case an arrangement which has the effect of transferring and in any case enabling the enjoyment, of such property. Undoubtedly, the collaboration agreement enables Unitech to enjoy the property of Vidarbha Engineering for the purpose of construction. There is also no doubt that an agreement is an arrangement. It must, therefore, be held that the collaboration agreement effectuates a transfer of the subject land from Vidarbha Engineering to Unitech within the meaning of the term in Section 269-UA of the Act. It appears to be the intention of parliament to cover all such transactions by which valuable rights in property are in fact transferred by one party to another for consideration, under the word transfer, for fulfilling the purpose of pre-emptive purchase i.e. prevention of tax evasion. A judgment of the Patna High Court in Ashis Mukerji v. Union of India [Ashis Mukerji v. Union of India, (1996) 222 ITR 168 (Pat)] cited before us takes the view that a development agreement is covered by the definition of transfer in Section 269-UA. We note the same with approval.Thus, for the purposes of the Income Tax Act, the collaboration agreement was considered as a transfer, even though no title vested with Vidarbha in order to pass the same to Unitech.37. The features set out earlier in this judgment demonstrate that the landowner in all the cases were aware that the notification was issued under Section 4 on 27.08.2004. No doubt, such landowners did not acquire the land after such notification. However, during the subsistence of the notification, which constituted the manifest intention of the State to acquire the lands, the third parties rights were consciously created for substantial consideration. In the case of Paradise, the initial sum paid was Rs. 75 lakhs, and in the subsequent agreement with Green Heights, the sum paid was Rs. 28 crores for parting with development rights relating to 2.681 acres. Similarly, in the case of Balbir Singh and Ram Pyari, the initial agreement with Frontier entitled the landowners to 1000 sq. yds out of each developed acre plus Rs. 52 lakhs, and in the subsequent agreement with Godrej, the landowners were entitled to 55,328.60 sq. ft. of built up units, and Frontier was entitled to 30% share of the receipts in the project. In the case of Karma, the developer Unitech paid Rs. 15 crores and was entitled to a share of receipts of developed units sold.38. The main judgment of this Court has carefully considered and gone into great lengths to examine the file notings which led to the final decision of the State not to acquire such lands. In the case of Frontier, the records clearly demonstrate that a noting was approved by the State Government at the highest level that All India Service Officers of the Jammu & Kashmir cadre had requested for lands for their residential housing society. This request was the main basis for the decision not to acquire Frontiers lands which was the subject matter of License No. 88 of 2008. After said decision, Frontier parted with all its rights to Godrej, as did the owners of other parcels of land, i.e., Balbir Singh and Ram Pyari. These facts clearly demonstrate how the entire state machinery was subverted. The collaboration agreement with Godrej shows that 50 residential units were committed to the Jammu & Kashmir cadre of All India Service Officers (just above 10% of the total number of flats ultimately constructed). Likewise, in the case of Paradise, Frontier and Karma too, entering into collaboration agreements and the seeking grant of licenses formed the basis for the States final decision not to go ahead with the acquisition even though a declaration under Section 6 had been published.39. It is clear that the collaboration agreements formed the first element of a two-step process whereby the colonizers / developers (who might have been also land owners) having acquired lands, prior to the preliminary notification, went ahead and entered into commitments by executing collaboration agreements after the notification under Section 4, and even declaration under Section 6, with full knowledge. The consideration for parting with developmental rights was far higher than the market value of the lands which they would have been entitled to. These acts ultimately culminated with the decision not to acquire the lands. The second step – and the important one persuading the State not to acquire the lands (In the case of Frontier Developers (earlier known as Conway), the request for de-notification was made, by a letter dated 17.08.2007, to the state of Haryana - a fact noted in the status report filed by the Enforcement Directorate (hereinafter, ED) before the Court)- was the application for, and the grant of, development licenses. Uniformly, in all these cases, the applications were made prior to the scheduled date of publication of the award (26.08.2007). This is a significant and tell-tale factor because there was no way the applicants would have ordinarily known that an award would not be pronounced on the concerned date. In fact, the application clearly indicates foreknowledge that their lands would not be ultimately acquired. This is what may be characterized as the proverbial smoking gun which establishes the complicity of these individuals and entities.40. Land ownership typically carries with it a bundle of rights. A landowner has the right to possess, sell, lease, develop, sub-let, occupy, etc. On an overall analysis of the common features of all the collaboration agreements as carried out in an earlier part of the judgment, it is evident that except for the empty husk of a title, the land owner parted with predominant and substantial rights over the property, including possession. In almost all the cases, these rights were parted for consideration which was far above the notified acquisition rates. This observation applies in the case of the two companies – Frontier and Karma, who continued to be the land owners of the land. Such emptying out of all important attributes that constitute rights and interest over the property cannot but be viewed as a transfer. To hold otherwise would mean that after receiving substantial amounts – equal to many times over the existing market rates (that could ordinarily have been claimed by the landowner in respect of their holding in acquisition proceedings) – and entitling the developer to create third-party rights in respect of not a few but hundreds of people, nevertheless, the landowner could still hold out and claim their right to not part with the title. Such a conclusion would defy reason and commonsense and cannot be countenanced. In the circumstances, it is held that the collaboration agreements in all these cases which ultimately culminated in the grant of licenses would fall within the mischief of the term transfer as envisioned in the main judgment, as it foreclosed the enjoyment and possession by the landowner, who willingly parted with such rights, for valuable consideration and acquiesced to irreversible changes on it.41. The above observations are dispositive of the issue. However, this Court cannot be oblivious to the existing state of affairs. The collaboration agreement entered into between Paradise and Green Heights and Frontier and Balbir Singh and Ram Pyari with Godrej have led to construction of units. This Court has been shown materials which establish that in the case of Green Heights, the number of constructed units is 438 (of which 371 have been sold) and in the case of Godrej, the constructed units is 567. It is also on record that Green Heights has received Rs. 70.92 crores as against sale value of agreements. Likewise, there is no denial of the fact that Godrej has also received substantial amounts in the range of Rs. 300 crores towards its residential units sold. In these circumstances, the Court would have to strike a proper balance and protect the interests of such third-party consumers to ensure that they do not suffer on account of the past sins of the colonizers / developers or land owners, as the case may be.. The main judgment recorded that in another transaction, one of the colonizers / developers had paid Rs. 4.5 crores per acre at the relevant time (in 2009). During the hearing, learned counsel for the State mentioned that the current value of these contiguous land is to the tune of Rs. 5.3 crores.43. As far as Karmas lands are concerned, the materials on record disclose that no development has taken place, and there is no allotment in respect of their lands. Karma had in fact entered into a collaboration agreement with M/s Unitech Ltd., and based on that, it applied for license on 15.01.2007. The license was ultimately granted before the date of the decision of the State not to acquire its land. In these circumstances, this Court holds that the collaboration agreement – especially the supplementary agreement which was entered into after even the declaration under Section 6 was published – the application for license and the grant of license constituted an irreversible clog in the ownership of the lands. Karma received substantial amounts to the tune of Rs. 15 crores, and in terms of the agreement placed on record, was entitled to far more substantial amounts had the development in fact been completed.46. M/s. R.P. Estates Pvt. Ltd. (hereinafter, R.P. Estates) owned 2.9875 acres of land, and M/s. Subros Ltd. (hereinafter, Subros) owned 10.881 acres. The lands of both these concerns were included in the notification under Section 4 as well as the declaration under Section 6. The State decided to release these lands, as indicated by its letter to Subros dated 22.08.2007. This stand was reiterated by the State in these proceedings, where it was submitted that as there were no sale transactions with respect to these lands, it was decided not to include them in the deemed award. It was also stated that no developmental rights were parted by them.47. Learned counsel appearing for both the entities reiterated the States submissions, that the lands were vested in these two concerns and continued to be so vested. In the circumstances, R.P. Estates and Subros had to be treated as bona fide land owners, since they did not enter into any transactions during the suspect period.48. In three applications (i.e., I.A. Nos. 111557 of 2020, 111562 of 2020 and 111563 of 2020) in M.A. No. 2067 of 2020, R.P. Estates further submitted that it applied for license from the DTCP much after the date of the deemed award and was granted License No. 82 of 2009 on 08.12.2009. It also disclosed that developmental rights were thereafter transferred to another enterprise called M/s. Elan Ltd. in 2013-14. The application and pleadings show that the project was completed on 14.01.2020 and the application for grant of occupation certificate was thereafter made, with 305 units allotted to third parties out of a total of 362.49. Subros had initially challenged the acquisition by filing a writ petition before the Punjab & Haryana High Court (M/s Subros Ltd. v State of Haryana, W.P. (C) No. 2787/2006 (dismissed on 20.09.2007)). However, after it received a letter from the DTCP, communicating recommendation for withdrawal from acquisition, Subros withdrew its petition. Thereafter, it applied for license, and was granted the same on 13.06.2008. Subros did not enter into any collaboration agreement or sell its rights during the suspect period - it sold the lands to one Akme Projects Ltd. much later on 23.01.2012.51. Express Greens was a project of DLF Home Developers Ltd. (hereinafter, DLF). The main judgment of this Court had dealt with the manner in which the land for this project was acquired from the original landowners in the village Manesar by a group of companies and entities owned or wholly controlled by ABW Infrastructure Ltd. (hereinafter, ABW). These lands, in aggregate, measured 33.536 acres. ABW and its group of companies obtained License No. 283 and 284 for their development. These lands were part of the 235 acres which ABW had purchased during the subsistence of the acquisition proceedings. Eventually, before the final decision to drop the acquisition was taken by the State on 29.01.2010, the lands and licenses were transferred to DLF for a consideration of Rs.150.95 crores.58. It is evident on a reading of various parts of the main judgments that ABW was in the eye of the storm. This Courts main judgment is explicit about the fact that DLF chose to dip its hands in murky waters by acquiring rights to the 33.536 acres as well all rights under the licenses for Rs. 150 crores from ABW (The status report of ED reveals that on 13.04.2008, a request for transfer of license in favour of DLF was made to the DTCP. DLF also continued to engage in correspondence in this regard (on 26.09.2008, 14.01.2010, 29.09.2010, etc.)). In these circumstances, there can be no question of seriously deliberating upon the application for release of these 33.536 acres of land from the deemed award. There is absolutely no merit in the submissions on behalf of DLF that the title to lands continued with the original owners. The entire exercise of ABW was to acquire these lands and then transfer them to those capable of developing the lands, such as DLF. Those contentions are accordingly rejected. However, the rejection of DLFs claim does not in any way impinge on the rights, title and interest of the allottees, who were handed over possession of their flats, upon payment of full consideration, or those allottees entitled to it, after payment of the balance sums. The HSIIDC shall complete the process of validating their title, including the title to the undivided and proportionate land share, within six months from the date of this judgment.59. So far as the complaints of the home buyers are concerned, this Court had directed for the latest status report to be placed before it, which was furnished by way of an additional affidavit dated 28.04.2020, by DLF. This affidavit enclosed the details of the project. A total of 1348 units were constructed, of which 1223 were sold, and 510 sale deeds were registered. Possession was granted to 882 allottees. It is evident therefore that 441 allottees are yet to be handed over possession; furthermore 713 sale deeds are yet to be executed and registered. The HSIIDC is therefore directed to ensure that the balance allottees are notified about the execution of sale deed and the process of execution and registration of sale deed is completed in their case within six months from the date of this judgment. HSIIDC shall ensure that a designated nodal officer is deployed to scrutinize the relevant documents and facilitate the execution of such sale deeds.60. The affidavit also discloses that a total of 116 townhouses/independent floors were constructed. 77 townhouses/independent floors were sold and the structure of 25 of them was complete. The affidavit further stated that 39 houses/independent floors are unsold and construction of 11 townhouses are complete. Thus, all rights, title and interest in respect of unsold 39 townhouses in the independent floors vest with the HSIIDC, which shall deal with them in accordance with its policies and applicable laws. Likewise, in case of unsold apartments, all rights, title and interest shall vest with HSIIDC.61. According to the affidavit, 96 apartments on the 15th tower have been completed but no occupation certificate has yet been issued. In case the application is pending, the DTCP shall ensure due inspection and decision on the occupation certificate. If any deficiency has to be rectified the same shall be completed by the HSIIDC.65. An application (MA No. 50/2019) was filed by Kalinga Realtors Pvt. Ltd. the first applicant, a wholly-owned subsidiary of the second applicant, Anant Raj Ltd. Both applicants are cumulatively referred to as Kalinga. The claim in this application is for a direction for proper calculation of amounts payable by HSIIDC to Kalinga, in terms of the main judgment. It is a matter of record, that Kalinga sought NOC from DTCP to purchase the land in October 2009. The same was granted in January, 2010 and sale deed executed shortly thereafter on 23.04.2010. ABW and its group of companies had acquired License No. 67 of 2009 dated 19.11.2009, which was transferred to Kalinga pursuant to the sale deed on 12.07.2010. Thus, Kalingas attempt to purchase the land and rights granted by the license clearly fell within the mischief of the main judgment of this Court.70. From the above discussion, it is evident that Kalingas grievance is regarding the amounts it claims it is entitled to. The gap between its claim (Rs.308 crore) and what HSIIDC offered at one time (Rs. 11.68 crores) is too excessive. The materials placed on record show that HSIIDC in fact, did put up the entire land, with the construction for auction (In its portal HTTPS://HSIIDC.BIDX.IN) on an as is where is basis. The date of e-auction was 21.09.2021, with a reserve price of Rs. 309 crores. The advertisement also states that 12 towers were constructed with finishing remaining; other works (EWS, community centre, etc.) were yet to be constructed. The advertisement further states that the successful bidder was to step into Kalingas shoes and complete the project.71. It is apparent to this Court from the materials on record that the initial valuation of Rs. 11.68 crores made by HSIIDC is inaccurate, particularly in view of the reserve price indicated by it in the auction notice. However, in view of the final order proposed, no final opinion or finding is recorded.76. ABW was earlier known as M/s. Aditya Buildwell Pvt. Ltd. ABW and its associated companies had purchased maximum land measuring over 235 acres. ABW Aditya Niketen was floated by ABW in M-I, M-I(A) and M-I(C) adjoining HSIIDC Residential Sector-1, Manesar, Gurgaon, Haryana. That project was the subject matter of the proceedings throughout culminating in the main judgment of this Court.77. From 2009 onwards, 1993 allottees booked their flats, built floors, plots shops, commercial space as the case was, with ABW. In ABW Aditya Niketan and City Centre, a residential plotted colony, on 104.912 acres of land with 236 plots, 1488 of floors/flats and 269 shops and commercial places, was to be developed and constructed, pursuant to License No. 66 of 2009 dated 09.11.2009 issued by DTCP.78. The ABW Manesar Allottee Welfare Society, 118-C, Sector 30, Gurgaon, Haryana (hereinafter, Society) was registered on 21.09.2012. The Society has filed on behalf of its member allottees, several applications, seeking directions. It has filed charts, and proof of payment, by way of copy of receipts issued by ABW, to substantiate its claim of genuine allottees being its members. The Society has sought impleadment before the High Court, in the original proceedings, out of which the main judgment culminated, in this Court. The society was also impleaded during proceedings in this Court.79. The Society claims that in adherence to the directions contained in para 42.8 of this Courts main judgement, the allottees preferred their claims and submitted all required information to HSIIDC primarily indicating description of the plot/unit, exact measurement of the area, purchase price and the total payment made to ABW including (a) basic sale price, (b) External and Internal Development Charges, (c) service tax, etc. Along with the claim form, the necessary documents were also enclosed, namely, provisional allotment letter, payment receipts, ID proof and address proof. An attested affidavit duly supporting the contents of the claim was also submitted.80. The Society claims that as there was no indication of compliance with the direction contained in para 42.8 of the main judgment, on 07.01.2019 it filed an application under the Right to Information Act, 2007. The HSIIDC responded by its reply dated 24.01.2019 stating that claims of 220 plot buyers, 1270 flat/floor buyers and 157 commercial shop buyers had already been received by it. The Society claims it has regularly and continuously impressed upon HSIIDC as to the delay in adherence and compliance of the judgement, but with no effect. The Societys grievance is that despite diligence by its members, HSIIDC failed to verify their claims within a period of two months and after deep slumber of nine months, it moved an application (M.A. No.50 of 2019) for three months extension of time and this Courts order dated 18.01.2019 granted extension up to 22.04.2019.86. As found in the main judgment as well as the previous part of this judgment, ABW was one of the prime movers behind the entire subversion and abuse of the state machinery for acquisition of farmers lands. ABW obtained licenses for 104.682 acres and floated schemes for plots with two-three storied structures and residential as well as commercial units. Despite the fact that licenses were granted way back, even as on the date of the judgment of this Court (and even now), no development has taken place. All that was asserted on behalf of the Society was that IDC and EDC amounts were paid. HSIIDCs stand is that these charges are in fact in arrears. Having regard to the totality of circumstances, this court is of the opinion that the claim by the Society that the lands be made over to it or the residents on an as is where is basis for development by them is untenable.87. The main judgment expressly stated that it is only in cases where construction is completed or nearing completion that the interests of third party allottees were protected. However, such is not the situation in the case of 104.682 acres of land that belonged to ABW. There is no denial that such lands have now been vested in HSIIDC as a consequence of the main judgment of this Court and are to be included as part of the deemed award. It is apparent that the when the Court delivered the main judgment, it was unaware of the true nature of acts in relation to each project, especially in relation to ABW, i.e., that no development had taken place and that allottees had merely paid certain instalments to the colonizer / developer. Furthermore, the materials on record disclose that a large number of claims have been made for refund.89. Eleven applications were preferred in relation to lands that were inter alia, subject of license No. 175 of 2008 dated 30.09.2008 pertaining to 2.443 acres of land in village Naurangpur acquired by Girnar Infrastructure Pvt. Ltd. (hereafter Girnar) and License No. 76 in favour of one Navin Rao to the extent of 11.519 acres). Girnar was a wholly owned subsidiary of Unitech, and Navin Rao too was an affiliate of Unitech. Applications were preferred by Unitech, and one Speed Town Planners Pvt. Ltd. (hereafter Speed Town) which claimed to be entitled to rights to 19.56 acres.90. In 2008, Girnar obtained license No. 175 of 2008 dated 30.09.2008 for developing a commercial colony on 2.443 acres out of the 19.56 acres of land. The license was granted by DTCP. Out of the 2.443 acres, an area of 1.5125 acres was notified under Section 4 of Acquisition Act, on 07.08.2013 and under Section 6 on 31.07.2013. Finally, 1.5125 acres of land was acquired under Award No. 13 dated 29.07.2016, for development and utilization of sectors roads (Sector 75 to 80) at Gurugram. Unitech urges that the acquisition of 1.5125 acres rendered the balance area of 0.93 acres to be commercially non-viable for any construction/development thereon as it was not be possible to consume the entire permissible FAR of 2.443 acres on the residual parcel of land. It is contended that an agreement to sell was executed on 14.03.2016 between Girnar as vendor and Speed Town as vendee for the sale of a portion of land admeasuring 9.69 acres, out of balance 17.116 (19.56 - 2.443 = 17.116 acres) at the rate of Rs. 4.40 crores per acre, for a total sale consideration of Rs. 42.636 crores. Of that consideration, a sum of Rs. 33.21 crores was received by Girnar from Speed Town for sale of 9.69 acres from 13.01.2016 to 18.06.2016 while an amount of Rs. 9.426 crores (Rs. 42.636 - Rs. 33.21 = Rs. 9.426) is outstanding in the books of accounts.91. In terms of the agreement, Speed Town was obliged to clear the balance outstanding amount of Rs. 9.426 crores upon submission of the sale deed for registration.92. Applications are preferred by Unitech and Speed Town. Speed Town claims to have entered into collaboration agreement with Girnar, on 12.02.2016. Subsequently, the agreement to sell was entered into by the parties, and the sum of Rs.33.21 crores was paid to Girnar. Speed Town seeks directions that the lands in respect of which it entered into collaboration agreement (9.69 acres) ought to be released from the deemed award directions of this Court in its main judgment. In the alternative, it claims for a direction that Girnar should refund amounts paid by it.100. This Courts main judgment, has noted in more than one place, from paras 26.1 to 26.9, and traced the sequence of events which led to the notification of 912 acres for acquisition, the resultant panic and scramble on the part of landowners to get rid of their holdings, the purchase of these lands, and in many places, their entering into agreements of sale or development agreements, by builders, which made no mention of the impending acquisition, leading to a demand to drop acquisition, which was ultimately done at two points of time, i.e. 24.08.2007 and 29.01.2010. The transactions relating to lands owned by Girnar, and Unitechs associates, squarely fall within the suspect period. In these given circumstances, Unitechs plea, or that of Speed Town, that the collaboration agreement with the latter- and the agreement to sell, - were executed after the suspect period, are untenable. The taint that attaches with the initial transaction (i.e., Girnar acquiring the lands during the acquisition process) attaches equally, to Speed Towns transaction, because the entire premise, which persuaded the vendor to sell the lands, was that the acquisition proceedings would go through, divesting their title. However, the vendee and its holding company appeared to have full knowledge of the nature of future events, in which they probably had a hand.102. 3.35 acres of agricultural land in Naurangpur was purchased by two individuals, i.e., Shri Ashok Kumar Lakhotia and Shri Subhash Chand Goyal by sale deeds dated 26.02.2004 and 08.03.2004. It was claimed that these two also obtained possession. The lands became the subject matter of acquisition in the notification under Section 4. The original owners sought for release of land and thereafter objected under Section 5A of the Acquisition Act. Some lands were released from acquisition, however, the major portion was included in the declaration under Section 6. Request for release of these lands for acquisition was made. This was followed up by an order dated 31.07.2007 releasing the land from acquisition. M/s. Innovative Infradevelopers Pvt. Ltd. (hereinafter, Innovative) thereafter entered the scene on 15.10.2007. Subsequently, they sought for and were granted license to develop the lands on 20.06.2008 (License No. 128 of 2008). Apparently, meanwhile on 19.12.2007, Innovative purchased the two parcels of lands. Innovative claims that pursuant to the license granted by DTCP, it developed the land and constructed commercial tower.103. After the main judgment was delivered, the state while ensuring the publication of the deemed award also included the lands which were the subject matter of License No. 128 of 2008. Aggrieved, Innovative approached the Punjab and Haryana High Court in writ proceedings (M/s Innovative Infradevelopers Pvt. Ltd. v State of Haryana, W.P. (C) No. 18336 of 2020 (dismissed on 03.11.2020)). The writ petition however was rejected by the High Court by an order which has been impugned in the present case by special leave (M/s Innovative Infradevelopers Pvt. Ltd. v State of Haryana, SLP (C) No. 2147 of 2021).104. The construction put up by Innovative is a commercial building known as Legend Heights. Several individuals and entities claimed to have purchased spaces within it. They have approached this Court by filing an application - i.e., the Legend Height Owners Welfare Association (hereinafter, Legend Heights Association). It claims to represent 35 individuals who allegedly paid substantial amount ranging between Rs. 13 lakhs and Rs. 65 lakhs. The details of the application filed by Legend Heights Association list the amounts paid to Innovative and also describes the units allotted in the building to the individuals.105. Another set of applications has been preferred by Paramveer Distributors Pvt. Ltd., (hereinafter, Paramveer) a non-banking financial institution. It alleges having entered into an agreement with Innovative on 08.06.2017, whereby an area measuring 96,216.03 sq. ft. was agreed to be purchased by it for a total consideration of Rs. 16 crores. The areas sold was for a hotel block. The relevant condition stipulated that out of Rs. 16 crores payable by the buyer, Rs. 8.05 crores, by way of outstanding dues of one Ms. Saraswati Devi was agreed to be adjusted. Another sum of Rs. 4.24 crores by way of outstanding dues of Paramveer, was agreed to be adjusted. The balance amount was to be paid in the ratio of 55:45 respectively.108. From the factual narrative it is evident that the original owners of lands themselves purchased the lands in early February 2004. This Court cannot per se attribute the foreknowledge about the acquisition. However, their subsequent conduct in seeking for denotification which led to the ultimate withdrawal from acquisition of those lands (even though they were included in the notification under Section 6) is an established fact. Innovative concededly entered into transactions for purchase of lands in 2007 and applied and obtained the requisite license in 2008.109. At the same time, this Court is cognizant of the fact that a number of allottees appear to have invested substantial amounts (in respect of the commercial building of Legend Heights, and not the hotel building of Paramveer). Although HSIIDC is silent as to whether the occupation certificates have been granted, there is some material on record (by way of averments in the special leave petition as well as in the application by the Legend Heights Association) that several sale deeds/conveyance were executed and registered.114. 105 individuals approached the Punjab & Haryana High Court, through a common writ petition, claiming directions that they were residents of village Manesar (Dharamvir v State of Haryana, SLP (C) No. 5490 of 2021). The claim put forth by them was that they were bona fide and innocent purchasers who had acquired the lands which were included in the notification under Section 4. They acquired rights in respect of lands – presently under their occupation during the suspect period, i.e., between 27.08.2004 and 29.01.2010. It is alleged that assuming the transactions to be free from any cloud on the title, these petitioners had even proceeded to construct upon lands. The claim made to the Punjab & Haryana High Court was that their lands should be excluded from the deemed award. The High Court declined the claim, reasoning that the purchases were made by them during the suspect period and this courts judgment provided relief only to the original land owners who had not transferred, alienated or in any manner sold or parted with rights in respect of the land.116. The entire tenor and reasoning of the main judgment is that proceedings under the Land Acquisition Act were used as device, whereby through a web of holding or shell companies, developers ultimately entered into transactions and paid valuable amounts towards developmental rights – during pendency of acquisition proceedings. Those rights in turn were exploited to persuade the state machinery to withdraw from the acquisition. The prices of land had risen astronomically by then. Taking all these facts into consideration, as well as the fact that developers had proceeded to develop properties and construct buildings in which units were sold or allotted, this Court allowed only one kind of exception, i.e., that bona fide purchasers of such units, flats or shops etc. to be vested with title. In respect of all unallotted, unconstructed land as well as buildings and land forming part of each of such project, title was to vest in HSIIDC.117. Wherever development agreements were entered into and licenses issued, and no activity took place in the form of construction or development, land was to vest in HSIIDC. If the above thread of reasoning were to be considered, it is apparent that third-party bona fide purchasers who secured allotment by paying valuable considerations which is verifiable as a matter of fact (by independent material) was protected. In the case of all other transactions, however, such protection was not extended for the simple reason that there is no manner for verifying whether in fact a bona fide transaction of the kind alleged took place. For these reasons, this Court is of the opinion that there is no infirmity with the judgment and order of the Punjab and Haryana High Court.Out of the 912 acres originally notified under Section 4 of the deemed consideration of objections under Section 5A, 688 acres were apparently notified under Section 6. The entire acquisition was abandoned on 29.01.2010. This Court, in its main judgment has, in many places - held, in the that the states decision to not to go ahead with the acquisition was mala fide and amounting to a fraud under the Acquisition Act. The HSIIDC through its applications sought clarifications about whether the term transfer, includes only conveyance or formal transfer of lands or would it include parting with valuable developmental rights. In an earlier portion of this judgment, this aspect has been elaborately dealt with, and concluded that the expression transfer has to be interpreted widely and not in a narrow or technical manner. Thus, in all cases where collaboration agreements were entered into or developmental rights were parted for valuable consideration or where licenses were applied for during the suspect period whether in favor of the original land owner who might have entered into collaboration agreement and received monies, the transactions would fall within the mischief of transfer. Having regard to these conclusions, the applicants apprehensions are unfounded.