# In the matter of Gaurav Mahendru vs. Sunil Kumar Aggarwal

> NCLAT judgment dated 2025-04-16. Citation: TCN-2025-NCLAT-00105. The case involves an appeal against an order passed by the National Company Law Tribunal…

- **Court:** NCLAT
- **Order date:** 16 Apr 2025
- **Citation:** TCN-2025-NCLAT-00105
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclat-new-delhi/gaurav-mahendru-vs-sunil-kumar-aggarwal-7cb27536

## Summary

### Background

The case involves an appeal against an order passed by the National Company Law Tribunal (NCLT), New Delhi, dismissing an application (IA 3085/2022) filed by the appellant in a company petition (No.(IB)2083/ND/2019). The appellant, Mr. Gaurav Mahendru, claims ownership of a property that the Resolution Professional (RP) included in the assets of the Corporate Debtor, KPG International Pvt Ltd. The appellant argues that the NCLT failed to appreciate the mandate of Explanation to Section 18 of the Code and its previous order dated 27.09.2021, which was affirmed by the Appellate Tribunal. The core dispute revolves around whether the property, initially owned by the appellant's proprietorship concern (KPG Industries), was effectively transferred to the Corporate Debtor

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## Facts

Mr. Gaurav Mahendru owned a property in Mangolpuri Industrial Area, New Delhi through his proprietorship concern, KPG Industries. On 16.12.2016, KPG Industries was taken over by KPG International Pvt Ltd (the Corporate Debtor) via a Take Over Agreement. Clause 3 of the agreement stated that the property would devolve upon the Corporate Debtor. On 17.04.2017, Mr. Mahendru mortgaged the property to Oriental Bank of Commerce (now PNB) to secure credit facilities for the Corporate Debtor. On 27.01.2020, an application under Section 7 of the IBC was admitted against the Corporate Debtor, commencing CIRP. On 26.08.2020, Mr. Mahendru was in Australia due to Covid-19 restrictions. The RP included the property in the Information Memo and published Form G. A Resolution Applicant

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## Issues and analysis

### Issue 1: Whether the Take Over Agreement effectively transferred ownership of the property from the …

**Ratio:** An agreement for sale does not transfer title in favour of the purchaser under the

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**Reasoning:** The court acknowledged that a registered sale deed is generally required for the transfer

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**Interpretation:** The court interpreted the Transfer of Property Act in light of the IBC's

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**Application:** The court applied the ratio to the facts by stating that the absence of a

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## Parties

- **Judges:** Yogesh K…; Ajai Das Me…
- **Appellants:** Mr Gaurav M…
- **Respondents:** KPG International…; Sunil Kumar…

## Timeline

- **2015-08-07 — Appellant Acquired…**: Appellant acquired ownership rights of immovable property No.354, Block B, Mangolpuri…
- **2016-12-16 — Take Over Ag…**: Appellant's business, KPG Industries, was taken over by Corporate Debtor via a Take Over…

## Legal provisions

- [Insolvency and Bankruptcy Code, 2016, Section 7 — Initiation of corporate insolvency resolution…](https://caseease.in/legal-provisions/insolvency-and-bankruptcy-code-2016/section-7)

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