NCLT Insights & Legal Guidance

• 1: BBCL Before Insolvency: What Really Happened
• 2: Developer vs Contractor: Who Should Control Our Land and Our Money?
• 3: New Team, New Ideas – But No Worry About Your Increased Payment
• 4: Where Do We Stand Today — And What Should We Do Next?

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.

3 - New Team, New Ideas – But No Worry About Your Increased Payment

1️⃣ No Forced Increase Beyond NCLT Direction

Any financial requirement will strictly follow the framework permitted under the NCLT Order.

There will be:

• No arbitrary escalation
• No unilateral demand
• No coercive pressure

Every step will remain within the legal framework.

2️⃣ Understanding the 14-Year Reality

Fourteen years is a long time.

When many plot holders invested:

• Their family situations were different
• Their financial capacity was different
• Their long-term plans were different

Since then:

• COVID disrupted livelihoods
• Medical emergencies occurred
• Some plot holders are no longer with us
• Many have retired or changed professions

We cannot ignore this human reality.

Development must be sensitive - not mechanical.

3️⃣ Flexible and Humane Approach

If additional contribution becomes necessary within legal limits, the approach will be practical and compassionate:

• Reasonable timeline for payment
• EMI / phased payment facility
• Case-by-case flexibility
• No immediate cancellation mindset
• Adequate opportunity to arrange funds

No decision will be taken against the will of a plot holder without fair opportunity.

4️⃣ Respect for Ownership Rights

We clearly affirm:

• No one’s plot rights will be forcefully taken.
• No coercive surrender of ownership.
• No hidden clauses.
• No unilateral land handover beyond legal structure.

Plot holders remain central to the project.

5️⃣ Assistance in Special Situations

We are aware that:

• Some original investors have passed away
• Legal heirs may be facing documentation complexity
• Some families may want to transfer ownership
• Some may wish to restructure their holding

We will try to make:

• Transfer to legal heirs easier
• Lawful ownership transitions smoother
• Compliance processes transparent

Though the NCLT framework does not provide simple refund mechanisms, we will try to assist genuinely distressed cases within the legal framework wherever possible.

6️⃣ Why This Movement Started

One year ago, many ordinary plot holders felt unheard.

There was confusion. There was lack of clarity. There was silence.

The movement was not for personal gain. It was for:

• Transparency
• Accountability
• Democratic participation
• Respect for small investors

We stood for those whose voices were ignored.

That commitment remains unchanged.

7️⃣ New Energy, Not New Burden

Yes, a new team may bring:

• New ideas
• Better coordination
• Structured execution plans
• Professional consultation
• Faster compliance

But that does not mean new burden.

It means responsible revival.

8️⃣ A Message to Every Plot Holder

Do not panic. Do not fear rumours. Do not assume worst-case scenarios.

We will:

• Act within law
• Respect your rights
• Communicate clearly
• Move collectively

There is cautious hope ahead.

Let us move forward responsibly, transparently and united.

The goal is not to pressure anyone. The goal is to complete what was started - with dignity and fairness.

Stay positive. Stay informed. Stay engaged.

4 - Where Do We Stand Today — And What Should We Do Next?

Quick Summary — What You Need to Know First

Let us start with the most important points:

• The project was already taken to NCLT once to protect plot holders
• NCLT gave a structured solution on 2 August 2023
• A company (BBCL) was created to execute that plan
• Some basic steps like share issuance were expected early
• Even after ~2.5 years, that basic step is still not completed

Because of this:

• Governance is unclear
• Plot holders cannot formally participate
• Decisions remain limited to a few people

Now there are only three possible paths:

1. Do nothing → uncertainty continues
2. Hope internal resolution happens → possible, but unclear
3. Approach NCLT again → structured solution

👉 This is why many plot holders are now considering going back to NCLT.

👉 For that, your feedback and support are very important.

Background — How We Reached This Situation

To understand today’s situation, we must look at the full journey.

From Developer Failure to NCLT

Earlier, the project was under a developer model.

That model failed.

As a result:

• The companies went into liquidation
• The future of the project became uncertain

At that stage, around 25 plot holders approached NCLT.

Their request was simple:

👉 Let the plot holders take control and complete the project.

NCLT Order — A Fresh Start

On 2 August 2023, NCLT passed an order.

This order allowed:

• Creation of a company (SPV)
• Development by plot holders themselves
• A structured and time-bound plan

This was a major opportunity.

👉 The project got a second life.

Formation of BBCL

After the order:

• Baruipur Bloomfield City Limited (BBCL) was formed
• Directors were appointed
• They were expected to implement the plan

The expectation was very clear:

• Complete compliance
• Issue shares
• Build governance
• Start development

What Is Share Allotment — And Why It Matters

This is the most important concept to understand.

What is it?

Share allotment means:

👉 You become an official shareholder of the company

Why is it important?

Without shares:

• You are not formally part of the company
• You cannot vote
• You cannot change directors
• You cannot participate in governance

Simple Example

Think of it like this:

• A society is formed
• But membership is never given

Then:

• 👉 Who will vote?
• 👉 Who will decide?

No one.

Why plot holders should care

If shares are not issued:

• You remain dependent on others
• You cannot exercise your rights
• You cannot bring change

What Has Happened in the Last 2.5 Years

Now let us look at facts.

• NCLT order was passed in August 2023
• BBCL was formed
• But shares have not been issued till today

At the same time:

• Multiple meetings happened
• Plot holders asked for clarity
• Discussions continued

But the most basic step is still pending.

Why This Creates a Problem

Let us understand this carefully.

If shares are not issued:

• There are no formal shareholders
• There is no structured voting system
• Board cannot be changed democratically

So effectively:

👉 Governance remains limited

Even if unintentionally, this creates a deadlock situation.

What Happened Recently — 21 February Meeting

A meeting of plot holders was held on 21 February 2026.

In that meeting:

• Majority supported strengthening the Board
• Proposal was made to add new directors

But:

• That proposal has not been implemented

A Question Every Plot Holder Should Ask

At this point, a simple question arises:

👉 Why has such a basic step like share issuance not been completed in ~2.5 years?

We are not making any allegation.

But it is reasonable to think:

• Is this delay due to complexity?
• Or is it not being prioritised?

Because without shares:

👉 Proper governance cannot start

Why This Matters to You

This is not a technical issue.

It directly affects you.

If things remain unclear:

• Your plot value is at risk
• Project timeline becomes uncertain
• Decisions may not be participative

What Are Our Options Now

Let us keep it simple.

Option 1: Do Nothing

• Situation continues
• No clarity
• No control

Option 2: Wait

• Hope things improve
• But no guarantee

Option 3: Go to NCLT

• Same authority that created the structure

• Can enforce compliance

• Can give direction

• Can break deadlock

• 👉 This is not conflict

• 👉 This is course correction

NCLT Process — Not a New Case

Many plot holders may be concerned that going to NCLT means starting a completely new case.

That is not the situation here.

• The project is already under an existing NCLT matter
• Any application will be filed as an Interlocutory Application (IA) within the same case
• This means:
  • The process is relatively simpler
  • The background is already known to the Tribunal
  • It may take comparatively less time for directions or clarification

👉 In simple terms: We are not starting from zero — we are requesting the same court to review and guide the existing process.

What Will Be Requested from NCLT (In Simple Terms)

If required, plot holders may request:

• Completion of share process
• Clear governance structure
• Extension of timeline
• Protection of project value

Protection of Project Value

Ensuring that no premature liquidation or auction is initiated without giving plot holders an opportunity to be heard before the Hon’ble NCLT, and that the project assets are safeguarded from value erosion.

Why Your Support Is Important

NCLT looks at facts.

But it also looks at:

👉 Stakeholder voice

Your support helps in:

• Showing ground reality
• Demonstrating majority view
• Strengthening the case

Feedback Form — Your Role

We will be sharing a simple feedback form.

It will ask 3 questions:

1. Did you receive shares within 90 days?
2. Have you received shares till today?
3. Are you satisfied with current progress?

👉 Your honest response is important.

This is not about opinion.

👉 This is about documenting reality.

DOWNLOAD THE FEEDBACK FORM PDF

What Happens Next

• Awareness campaign
• Feedback collection
• General Meeting
• Majority decision
• Next steps accordingly

Final Thought — This Is About All of Us

This is not about individuals.

This is about:

• Completing what was started
• Making the system work
• Protecting everyone’s interest

👉 A system can only work when its basic steps are completed

👉 If something is incomplete, it needs to be corrected

Conclusion — Let Us Stay Informed and United

Every plot holder should:

• Understand the situation
• Think independently
• Participate responsibly

Because in the end:

• 👉 This is our project
• 👉 This is our collective responsibility

Let us move forward with awareness, clarity, and unity.