The Mumbai bench of the National Company Law Tribunal (NCLT) has set aside key transactions involving JLS Realty Pvt Ltd, including the transfer of a major redevelopment land parcel in Jogeshwari East to Spenta Suncity and a corporate guarantee worth Rs 525 crore.
In its October 23, 2026 order, the tribunal declared the transactions invalid, citing evidence of a pre-planned arrangement involving oppression and a lack of transparency and fair dealing. The dispute concerns the Shankarwadi redevelopment site, spread across approximately 21,727 square metres, with an estimated saleable development potential of 11 lakh sq ft.
The case followed five years of litigation initiated by Moniveda Consultants LLP and Rajat Jhunjhunwala against JLS Realty, Shajas Developers and other parties. The tribunal observed that JLS Realty appeared to have received no clear commercial benefit from transferring its principal asset while taking on substantial financial obligations.
A business transfer agreement, disclosed during final arguments in June 2026, provided for a payment of just Rs 1 lakh in cash, while Spenta Suncity agreed to assume liabilities of Rs 330 crore. The tribunal also noted that JLS Realty had purportedly created a mortgage and issued a corporate guarantee of Rs 525 crore on September 9, 2026, linked to non-convertible debentures raised by Spenta.
The order also invalidated the appointments of Mamta Digvijay Singh and Mohammed Shahid as directors following an extraordinary general meeting allegedly held on February 24, 2021. The tribunal found insufficient evidence to establish the meeting’s validity or the subsequent removal of director Rajat Jhunjhunwala.
It further set aside disputed share transfers claimed by financial services group IIFL, which said it held more than 95% of JLS Realty’s shares after invoking a pledge. The respondents failed to produce adequate supporting documents, including original physical share certificates.
The tribunal directed restoration of JLS Realty’s original shareholding structure while preserving the debenture trustee’s right to pursue claims through insolvency proceedings. The decision highlights the importance of transparent corporate processes and proper due diligence in high-value redevelopment transactions.
Source: Ghar TV
