NCLT Insights & Legal Guidance

• 1: BBCL Before Insolvency: What Really Happened
• 2: Developer vs Contractor: Who Should Control Our Land and Our Money?

1 - BBCL Before Insolvency: What Really Happened

One Project, But Three Companies

At first glance, BBCL looked like one single township project. Most buyers believed they were dealing with one company. In reality, the project was handled through three different companies working together as a group.

These companies were:

• Suryodaya Realtors Private Limited (SRPL)
• Sampark Land Developers Private Limited (SLDPL)
• Sampark Land and Builders Private Limited (SLBPL)

All three were controlled by the same promoters but existed as separate legal entities.

This matters to plot holders because payments, agreements, and land ownership were spread across different companies. When problems arose, it was not clear which company was responsible for what. This made accountability difficult and later created legal complications for buyers.

Who Owned the Land

Together, the three companies purchased about 139 bighas of land. However, the land status was mixed:

• Around 120 bighas were registered
• About 19 bighas were not registered, though advance payment was made
• Sale agreements existed for about 108–110 bighas
• Sale agreements covering 85.19 bighas of land were not registered in the names of the respective plot holders.
• Sale agreements covering 13.31 bighas of land were registered in the names of the respective plot holders.

Some plots were registered in company names, some were later registered in individual buyers’ names, and some land was still pending registration.

For plot holders, this meant the land was not fully connected or complete. Because some pieces were missing or unregistered, basic development like roads, drainage, and proper boundary marking could not be done smoothly. Even if most land was bought, a few missing pieces could block the entire layout.

How Plot Buyers Paid Money

Marketing of the project was done under SLDPL. Most plot holders paid their installments to SLDPL.

However:

• Sale agreements were often signed with SLDPL
• Final ownership transfer (conveyance) was supposed to be done by SRPL
• The actual land could belong to SRPL or SLBPL

Money collected by SLDPL was shared internally among the group companies. Around ₹9 crore was transferred to SRPL.

For buyers, this created confusion. Payments went to one company, agreements mentioned another, and land ownership involved a third. When things went wrong, buyers did not know whom to approach or hold responsible.

How Work Was Divided Internally

Inside the group, directors had divided responsibilities:

• Some handled land purchase and development work like roads and drainage
• Some handled marketing and administration
• One handled accounts, banking, and legal work

In October 2015, the two directors responsible for land acquisition and development resigned suddenly.

This directly affected plot holders. Once the people managing land and ground work left, development slowed and then stopped. There was no strong replacement system, and coordination broke down.

Why Development Stopped

Development stopped mainly because the land was incomplete and scattered:

• Proper demarcation could not be done
• Roads and drainage could not be built without continuous land

Seeing no visible progress, many plot holders stopped paying further installments. They felt it was unfair to pay without seeing development.

This led to a cash crunch for the companies. Without money, work could not continue. Without work, buyers refused to pay.

This created a deadlock: no development and no payments.

Loans and Financial Stress

To manage the crisis, SLDPL took loans:

• ₹35 lakh from Greenland Projects
• ₹15 lakh from Toddlen Fashions Private Limited

To secure these loans, promoters pledged 76% of their shares across all three companies.

Even with loans, the project did not recover. Costs increased, trust reduced, and work did not restart properly.

For plot holders, this increased risk. The companies became financially weak, and control over shares reduced.

Refund Demands and Legal Pressure

As delays continued, many buyers demanded refunds with interest. Legal notices were sent to SLDPL.

However:

• Most money had already been spent
• Land development was incomplete

The companies were stuck. They could not give possession, and they could not refund money either.

This situation led to official default.

Entry Into Insolvency (CIRP)

In 2020, SRPL itself applied for insolvency under the Insolvency and Bankruptcy Code. The NCLT Kolkata admitted the case on 30 April 2021.

A Resolution Professional (RP) was appointed, and control moved from promoters to the court-supervised insolvency process.

For plot holders, this meant decisions were no longer in the hands of the original promoters. The project came under legal supervision.

What the Resolution Plan Tried to Fix

Plot buyers themselves proposed a resolution plan. The idea was to:

• Form a Special Purpose Vehicle (SPV) made up of plot buyers
• Use the SPV to take control of all three companies together

Why all three? Because land, money, and operations were deeply connected. Fixing only one company would not work.

The simple logic was: one project must be resolved together.

How the Project Was Supposed to Work (Original Design)

Originally:

• SLDPL was to handle marketing, development, plotting, and buying/selling land
• SRPL and SLBPL were to hold land titles and comply with land ceiling laws
• Buyers, SLDPL, and SRPL/SLBPL were to sign tri-partite agreements

This structure needed strong coordination. Once coordination failed, the entire system collapsed.

For plot holders, the complexity meant delays were hard to fix once problems started.

Why This Matters to Plot Holders Today

BBCL failed not because of one single mistake, but due to:

• Fragmented land ownership
• Multiple companies
• Sudden exit of key directors
• Payment deadlock
• Weak execution control

Understanding this history helps plot holders:

• See why insolvency happened
• Understand why collective solutions like an SPV are proposed
• Avoid repeating the same mistakes in future planning

Key Takeaway (In Simple Words)

BBCL was never a simple, single-company project. It was a network of companies, land parcels, and agreements.

When coordination failed, everything stopped.

Any future solution must:

• Keep land, money, and decisions under one transparent control
• Move phase by phase, not all at once
• Be driven by plot holders themselves, not outsiders

Awareness of this past helps the community make safer, clearer, and more informed choices together.

2 - Developer vs Contractor: Who Should Control Our Land and Our Money?

The Core Question: If We Pay the Money, Why Should We Lose Control?

Let us start with a basic idea.

• In the developer model:
  The developer says he will “invest”, owners give land, and the developer controls everything.
• In the contractor model:
  Owners invest money step by step, and the contractor works under the owners’ control.

Here is the key truth that is often misunderstood:

👉 In Mr. Rajesh Mishra’s proposal, the claim of “₹5 crore investment” is a myth. Under the proposed agreement, plot holders are required to pay substantial amounts within 90 days. Only after collecting this money from us does the developer plan to start work—and then present that spending as his “investment”.

Ask yourself a simple question: Have we been told that the developer will first purchase the remaining land, complete demarcation, allocate plots to all plot holders, and only then—after 6 months or 1 year—ask us to pay? The answer is no.

The reality is the opposite:

• We are asked to pay first
• The developer uses that money to develop the project
• And then claims that he is “investing”

In plain terms, this means:

“You provide the money, I will spend it, but I will keep full control.”

As the familiar Bengali saying goes: সবাই কই মাছের তেলে কই ভাজবে — the fish is being fried in its own oil.

What Real Developer Investment Looks Like (A Simple Example)

Imagine you own 5 katha land in a city.

• A real developer comes.
• He builds a flat using his own money.
• He keeps you in a rented house till construction is complete.
• After completion:
  • You get part of the flat.
  • He sells his share and makes profit.

👉 You invest ZERO money.
👉 The developer invests everything.

Now compare this with our situation:

• We collectively hold around 120 bigha land, worth tens of crores.
• We are asked to:
  • Give land control
  • Pay large sums within 90 days
  • Accept forfeiture risk

So who is really investing?
If we are paying, then we do not need a developer.
We need a contractor.

Why the Proposed Developer Agreement (of Rajesh Mishra) Is Risky

1. Land Moves Outside NCLT Protection

What it means in simple words:
The agreement asks for:

• Joint Development Agreement
• Power of Attorney (PoA)
• Land purchases in the developer’s name

Why this matters:
Once land control moves to a private developer:

• The land effectively goes outside NCLT supervision
• Court protection weakens
• If something goes wrong, recovery becomes very hard

NCLT exists to protect stakeholders, not to hand over control to one party.

2. Too Much Power in One Hand

The developer gets rights to:

• Relocate plots
• Extend project area
• Use infrastructure meant for existing plot holders
• Sell plots to new buyers
• Decide timelines and sequencing

For plot holders, this means:

• Owners become spectators
• Monitoring committee has no real control
• Promises depend only on trust

Control quietly shifts away from the real owners.

3. Forfeiture Risk: Miss a Deadline, Lose Everything

The agreement clearly says:

• If payment is not made within 90 days
• Plot is forfeited with NO REFUND

This affects:

• Retired people
• Middle-income families
• NRIs with fund-transfer delays

One financial difficulty can wipe out 10–15 years of waiting.
This is punishment, not rehabilitation.

4. Refund Looks Good on Paper, Weak in Reality

Refunds are advertised, but:

• They come after 24–36 months
• Total refund is capped
• It is first-come-first-serve
• After 90 days, surrender option disappears

Many plot holders may never actually receive refunds.

5. Rising and Multiple Payments

Plot holders are asked to pay:

• Around ₹55,000 per katha
• Plus ₹50,000 lump sum
• Plus 18% GST
• Plus future escalation

Money goes upfront, but:

• No escrow-style safety
• No payment linked strictly to work progress

High exposure, low control.

6. Cancellation Without Fair Protection

If payments are delayed:

• Plot is cancelled
• Earlier money is effectively lost
• Shares may also be forfeited

Risk is one-sided. Owners carry all the burden.

7. All Extra Costs Shifted to Plot Holders

After registration, plot holders must pay for:

• Land conversion and mutation
• Boundary walls
• Shared boundary protection

Developer controls the project but avoids responsibility.

8. No Clear Exit If Developer Fails

There is no strong safeguard if:

• Developer delays
• Developer fails
• Developer faces financial trouble

At that point:

• Land control is gone
• NCLT protection is weak
• Plot holders are stuck

Why a Contractor (Arun Kedia) Model Makes More Sense

In a contractor model:

• Land stays with BBCL / plot holders
• NCLT protection continues
• Money is collected step by step
• Contractor is paid only for completed work
• No PoA over land
• No forfeiture of ownership

The contractor:

• Builds roads, drainage, utilities
• Gets paid for work done
• Does not own, sell, or control land

This is simple, practical, and safer.

About “No Alternative” Fear

Some people ask:
“If not this developer, then what?”

This fear is often used to silence questions.

Once upon a time people thought India could not win without Sachin Tendulkar.
India is still winning.

Nothing is indispensable.
There are always alternatives if we keep control and think calmly.

Addressing the Fear and Pressure in Contractor (Arun Kedia) Model

• We will not forfeit your land
• We will not force huge payments in 90 days
• Payments will be phased and affordable
• Registered or unregistered, fully paid or partially paid — no one will be left behind
• If someone cannot invest now due to financial difficulty, options will be created, not punishment

If a developer (Rajesh Mishra) says:

“If you put conditions, I will leave.”

Then the answer is simple:
Thank you for your interest. We have better options.

Final Thought for Plot Holders

You waited for your land for more than a decade.
Waiting a little more — with control and protection — is far safer than rushing into a risky agreement.

There is no shortcut in life.
We must walk carefully to reach safely.

Stay calm. Stay informed.
Awareness is our strongest protection.