M/S N D DEVELOPERS PVT LTD vs M/S. MONDO BUILDERS PVT LTD

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IN THE HIGH COURT OF KARNATAKA AT BENGALURU

TH
DATED THIS THE 16 DAY OF OCTOBER, 2026

PRESENT

THE HON'BLE MRS. JUSTICE ANU SIVARAMAN

AND

THE HON'BLE MR. JUSTICE K.S.BHARATH KUMAR

COMMERCIAL APPEAL NO. 164 OF 2024



BETWEEN:

M/S N D DEVELOPERS PVT LTD
A PRIVATE LIMITED COMPANY INCORPORATED
UNDER THE COMPANIES ACT
HAVING ITS OFFICE AT NO.398,
2ND FLOOR,
7TH CROSS MICO LAYOUT,
BTM 2ND STAGE,
BANGALORE - 560076
REPTD BYITS MANAGING DIRECTOR
MR.M.K.K. DURANI

…APPELLANT









Digitally
signed by
PAVITHRA N
Location:
High Court
of Karnataka

(BY SRI. AKSHAY MITHANTHAYA, ADV. FOR
SRI. P CHINNAPPA, ADV.)
AND:

1. M/S. MONDO BUILDERS PVT LTD
(A GROUP COMPANY OF KONCEPT AMBIENCE GROUP
A COMPANY INCORPORATED UNDER THE
COMPANIES ACT 1956)
HAVING ITS REGISTERED OFFICE AT GPR TOWERS 6
PARK ROAD TASKER TOWN

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BENGALURU - 51
REPTD. BY ITS DIRECTOR
MR M P AGARWAL

2. THE BANK MANAGER
HDFC BANK
BTM LAYOUT BRANCH
BENGALURU - 68

…RESPONDENTS
(BY SRI. CHETAN CHANDRASHEKAR, ADV. FOR
SRI. KASHYAP N NAIK, ADV. FOR R1;
APPEAL NOT PRESSED AGAINST R2)

THIS COMAP IS FILED UNDER SECTION 13 (1-A) OF
COMMERCIAL COURT ACT, 2015, PRAYING TO CALL FOR
RECORDS IN COM.A.A.8/2023 DATED 25.03.2024 PASSED BY
XTH ADDL DISTRICT AND SESSIONS JUDGE (DEDICATED
COMMERCIAL COURTS), BANGALORE RURAL DISTRICT,
BANGALORE.

THIS APPEAL, COMING ON FOR ARGUMENTS, THIS DAY,
JUDGMENT WAS DELIVERED THEREIN AS UNDER:

CORAM: HON'BLE MRS. JUSTICE ANU SIVARAMAN
and
HON'BLE MR. JUSTICE K.S.BHARATH KUMAR

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ORAL JUDGMENT

(PER: HON'BLE MRS. JUSTICE ANU SIVARAMAN)

This appeal is filed challenging the order dated
25.03.2024 passed by the X Additional District and
Sessions Judge, (Dedicated Commercial Court), Bengaluru
Rural District in Commercial A.A.No.08/2023 .
2. Learned counsel for the appellant and
respondents jointly submit that the matter is settled
between the parties.
3. The joint compromise has been placed on
record before us today which contains the detailed
proposal for compromise, which reads as under:-
7. Terms of Settlement

A. Area Entitlement of Mondo
i. The Appellant has represented that the total
proposed saleable area that will be achieved in Phase 2
of the ‘Around the Mangoes’ project is around 5,89,500
sq. ft of villa development (“ Phase 2 Saleable Area ”).
ii. In full and final settlement of all claims of the
Respondent No. 1 against the Appellant and in the
Project, the Appellant shall allot to Respondent No. 1 a
fixed and absolute entitlement of 1,10,000 (One Lakh
Ten Thousand) sq. ft of built-up/saleable villa area in
Phase 2 (“ Mondo Entitlement ”).

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iii. The Mondo Entitlement shall be fixed and shall
not vary irrespective of any change, increase or
decrease in the sanctioned or sanctionable saleable area
in Phase 2 or any modification of plans. No additional
area or compensation shall be claimable by the
Respondent No. 1 in any circumstance.
iv. The Mondo Entitlement of 1,10,000 sq. ft.
includes and subsumes approximately 65,000 sq. ft or
more which is already sold or offered for sale by
Respondent No. 1 to third-party buyers in Phase 2, and
any obligations owed to such buyers shall remain the
sole responsibility of Respondent No. 1, subject to such
arrangements as the Parties may record in the separate
sharing/allocation agreement to be executed for Phase
2.
v. It is further agreed that the Respondent No.1
shall be solely responsible for any sale of the villas in
Phase II effected by it prior to the date of filing of this
compromise and Respondent No.1 shall furnish list of
the buyers with whom it has entered into agreements
for sale of the villa in Phase II along with a NOC
regarding the changes in the plan that the Appellant
plans to modify within a period of 60 days from the date
of approval of the compromise. Any claims from any
buyer/s in Phase II in respect of any sales made by the
Respondent No.1 shall be addressed by the Respondent
No.1 alone and if the Respondent No.1 fails to address
the same in the 60 days from the date of approval of
this compromise, the Appellant shall settle the said
claim and adjust it against the Respondent No.1’s
entitlement.
vi. The Mondo Entitlement shall be in row villa units
only, and the product in Phase 2 shall be restricted to
row villas.
vii. The Mondo Entitlement shall be allocated
proportionately across all categories of row villa units in
Phase 2, including different floor plans, different facings
and units with varying proximity to amenities and open
spaces, so that Respondent No. 1’s portfolio reflects a
fair and proportionate mix of all such categories in the
Project.

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viii. The Parties shall execute a separate sharing
and allocation agreement within 30 (thirty) days from
the date of approval of the modified/revised building
plan for Phase 2, which shall: (a) identify and earmark
specific villa units corresponding to the Mondo
Entitlement; and (b) set out the detailed principles and
methodology for proportional allocation across
categories of villas as referred to in Para 7(A)(vi) above.
B. Control and Management of the Project
i. From the effective date of the MoU (“ Effective
Date ”), the Appellant has been given complete,
exclusive and unconditional control over Phase 1 and
Phase 2 of the Project, including planning, approvals,
execution, marketing, sales, collections, finance,
maintenance and all other matters connected with the
Project.
ii. The Respondent No. 1 shall not interfere in any
manner with the Project or with the Appellant’s control
and management thereof from the Effective Date.
iii. The Appellant has, with effect from the date of
signing of the MoU, taken over and commenced
maintenance and management of Phase 1, including all
common areas and project infrastructure, and shall be
responsible for completion of all unfinished works in
Phase 1 as already identified between the Parties (club
house, electrical, water, STP and allied works).
C. Area to Landowners and Others in Phase 2
i. The Appellant shall be solely responsible for
providing the agreed built-up/saleable area to the
landowners and others in Phase 2, including but not
limited to: (i) 1,20,000 sq. ft to Druthi and family; (ii)
15,000 sq. ft to Suresh Reddy; and (iii) an aggregate of
20,000 sq. ft of villa area to the architect, Srinivas,
Suresh Reddy, Ganesh Reddy and Ramakrishna, all from
the Appellant’s own share of area in the Project.
(C)(ia) Without prejudice to the Appellant’s
obligation to ensure allotment of the Landowners’
entitlement as stated above, the Parties acknowledge

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that, and pursuant to the revised commercial
understanding arrived at between the Respondent No.1
and the Appellant in respect of allotment of three (3)
villas to the Landowners in Phase II in exchange of their
entitlement in the Phase I, shall be jointly provided by
the Appellant and the Respondent No. 1 from and out of
their respective allocations/shares in Phase 2. The
Appellant and the Respondent No. 1 have mutually
agreed that the burden of such allotment shall be borne
by them in the ratio of 50:50 from their respective
shares/entitlements in the Project.
7(C)(ib) The Parties further agree that the aforesaid
arrangement is purely an inter se arrangement between
the Appellant and the Respondent No. 1.
7(C)(ic) The Parties shall appropriately identify and
earmark the said three (3) villas while finalising the
Sharing and Allocation Agreement for Phase 2, and each
Party shall execute all deeds, allotment letters and other
documents necessary to give effect to the aforesaid
arrangement.
D. JDA and GPA in Respect of Mondo’s Land
Portion
i. The Respondent No. 1 is the owner of land
admeasuring 1 Acre 29.05 Guntas forming part of the
Project Land (“ Mondo Land Portion ”).
ii. For the limited purpose of enabling and
facilitating plan sanction, modification of sanctions,
execution of conveyances to purchasers and
implementation of this settlement, the Respondent No.
1 shall execute any such documents as required in
favour of the Appellant either by BBMP/BDA/GBA or any
such authorities in respect of the Mondo Land Portion,
within 30 days of the Effective Date.
iii. The Parties expressly record and agree that:
(a) all agreements, arrangements and transactions
already executed or effected in relation to or concerning
the Mondo Land Portion, including those consequent to

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acquisition from Sri G.V. Sathish Reddy, shall remain
valid and binding on the Parties; and
(b) the fresh JDA/GPA to be executed in favour of
the Appellant shall not be construed as questioning,
rescinding or invalidating any prior agreements or
transactions relating to the Mondo Land Portion.
(c) The Respondent No. 1 shall not claim any extra
area or additional consideration against such JDA/GPA,
and the Mondo Entitlement of 1,10,000 sq. ft is
intended to fully capture and satisfy the Respondent No.
1’s share for the Mondo Land Portion also.
E. Liabilities and Loans
i. The Respondent No. 1 has disclosed to the
Appellant the vendor, contractor and other liabilities
pertaining to the Project, particulars whereof, including
the name of each creditor/claimant and the amount
stated to be payable to each such creditor/claimant, are
more particularly set out in Annexure B hereto
(“Disclosed Liabilities”). Subject to the terms contained
herein, the Appellant agrees to take over, pay and
discharge only such Disclosed Liabilities and only to the
extent of the respective amounts specifically disclosed
against each creditor/claimant in Annexure B .
ii. It is agreed by the Parties that the Respondent
No.1 shall obtain a confirmation of amounts payable to
the contractor viz. Sree Balaji Developers within a
period of 30 days from the date of approval of the
compromise.
iii. It is expressly agreed that the Appellant shall
have no liability or obligation whatsoever in respect of:
(a) any liability, claim, demand, debt, cost, charge or
amount pertaining to the period prior to the Effective
Date which has not been disclosed by the Respondent
No. 1 and specifically included in Annexure B
(“Undisclosed Liability”); or (b) any amount claimed by
any creditor/claimant named in Annexure B in excess of
the amount disclosed against such creditor/claimant
therein (“Excess Liability”). All such Undisclosed
Liabilities and Excess Liabilities shall be to the sole

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account and responsibility of the Respondent No. 1 and
shall be discharged by the Respondent No. 1 in
accordance with the provisions below.
iv. As security for the due discharge of the
Undisclosed Liabilities and Excess Liabilities, out of the
Mondo Entitlement of 1,10,000 sq. ft., an area
admeasuring 10,000 (Ten Thousand) sq. ft. of built-
up/saleable villa area (“Reserved Area”) shall be
earmarked and kept reserved for securing such
obligations. Accordingly, the Respondent No. 1 shall be
entitled to freely deal with, sell, transfer or otherwise
dispose of only the balance 1,00,000 sq. ft. out of the
Mondo Entitlement, subject to the other terms of this
compromise.
v. In the event that any Undisclosed Liability or
Excess Liability is raised, asserted or claimed by any
person, the Appellant shall intimate the Respondent No.
1 of such claim together with the relevant particulars
and supporting documents available with the Appellant.
The Respondent No. 1 shall have the first right and
opportunity to negotiate, contest, resolve and/or settle
such claim directly with the concerned claimant, at its
own cost and responsibility, within 30 days from the
date of receipt of such intimation or within such further
period as may be mutually agreed between the Parties
in writing.
vi. Where the Respondent No. 1 settles or
otherwise resolves such claim within the aforesaid
period, the Respondent No. 1 shall furnish satisfactory
documentary evidence of such settlement, payment,
discharge or closure to the Appellant, and no
adjustment against the Reserved Area shall be made in
respect of such claim.
vii. In the event the Respondent No. 1 fails to
settle, discharge or otherwise satisfactorily resolve an
Undisclosed Liability or Excess Liability within the period
stipulated above, the Appellant shall be entitled, but not
obliged, to independently negotiate, compromise, settle
and/or discharge such liability with the concerned
claimant. Any amount actually paid by the Appellant
pursuant to such settlement shall be recoverable by way

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of adjustment against the Reserved Area in the manner
provided herein.
viii. For the purpose of making any adjustment
against the Reserved Area, the amount actually paid by
the Appellant towards an Undisclosed Liability or Excess
Liability shall be converted into the corresponding built-
up/saleable area at the rate of Rs. 10,000/- per sq. ft.,
and an equivalent area shall stand deducted from the
Reserved Area and consequently from the Mondo
Entitlement. The Appellant shall provide the Respondent
No. 1 with reasonable documentary evidence of the
settlement and payment before making such
adjustment.
ix. For avoidance of doubt, the Appellant shall not
be entitled to make any unilateral adjustment against
the Reserved Area merely upon receipt of a claim or
demand. An adjustment may be made only in respect of
an amount actually settled and paid by the Appellant in
accordance with this Clause after the Respondent No. 1
has first been afforded the opportunity contemplated
above to resolve the claim.
x. The Parties acknowledge that Respondent No. 1
has availed loan facilities from Indiabulls Housing
Finance Limited, now known as Sammaan Capital
Limited, or its successor, in connection with the Project
(“Indiabulls Loan”). The Appellant has agreed to arrange
for payment and discharge of the Indiabulls Loan and
procure closure thereof.
xi. The Respondent No. 1 shall furnish to the
Appellant the latest statement of account, foreclosure
statement, loan and security documents and all
correspondence with the lender and shall extend full
cooperation for repayment, closure and release of all
securities pertaining to the Indiabulls Loan.
xii. The Appellant shall clear the Indiabulls Loan and
shall be responsible for discharge of all personal
guarantees provided for the said loan and Appellant will
be responsible for clearing the entire outstanding loans
with Indiabulls Loan.

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xiii. All statutory taxes, duties, cess, penalties or
other government dues relating to the project up to the
date of submission of compromise petition in Court shall
be the sole responsibility of Respondent No.1 and
liabilities arising on and from the date of submission of
the compromise petition will be as that of the Appellant.
F. Plan Sanction, Development and Timelines
i. The Appellant shall, at its sole cost and
responsibility, obtain the modified/revised building plan
sanction for Phase 2 (for a villa project) from the
competent authority on or before 06 months of approval
of this compromise petition being filed and approved, or
such extended date as may be mutually agreed in
writing.
ii. The Respondent No. 1 shall sign and execute all
documents and provide all cooperation required for
obtaining such sanction and any subsequent
modification thereof.
iii. The villas corresponding to the Mondo
Entitlement shall be constructed along with the other
villas and shall be completed within 42 (forty-two)
months from the date of plan sanction, subject only to
force majeure events and delays solely attributable to
statutory approvals. Further, the Parties have agreed for
6 months of grace period.
iv. In the event of delay in completing and making
ready for handover the villas corresponding to the
Mondo Entitlement beyond the above timeline
(excluding any period of duly established force majeure
and documented approval delays), the Appellant shall
be liable to pay to Respondent No. 1 delay
compensation at the rate of 7% p.a. calculated on
10,000/- per sq. ft. in respect of the Mondo Entitlement,
for the period of such delay, until completion and
readiness for handover, as shall be more particularly set
out in the sharing and allocation agreement.
G. Sequence of Actions and Court Proceedings

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i. The Parties agree to follow the below sequence
for implementation of this settlement immediately upon
the acceptance of the compromise terms arrived
between the Parties by the Hon’ble High Court:
(a) All criminal proceedings to be sought to be
quashed on the ground of this compromise and the civil
cases to be disposed off in terms of this compromise.
(b) The Appellant to proceed with applications for
modification of building plan sanction for Phase 2 in
accordance with this MoU;
(c) Simultaneously with execution and registration
of the sharing and allocation agreement for Phase 2
(reflecting the Mondo Entitlement of 1,10,000 sq. ft of
villas and allocation principles set out above), the
Respondent No. 1 shall execute and register:
i. cancellation/ revocation of the DMSA, SPA, GPA
and related instruments; and
ii. the JDA/GPA in favour of the Appellant in respect
of the Mondo Land Portion, as referred to in sub-
paragraph D above; maintenance obligations in Phase I
and shall continue to implement the Project in
accordance with the MOU.
iv. The Respondent No. 1 shall have a review
meeting with the Appellant to get updated regarding the
status not limited to Indiabulls Loan repayment, plan
sanction etc.,
ii. The Parties shall hold periodic review and
coordination meetings, either in person or through
virtual mode, at least once every 1 (one) month (or at
such other frequency as may be mutually agreed), for
the purpose of reviewing the status of implementation
of the MoU and this compromise petition, monitoring
compliance with the timelines and obligations set out
herein, identifying issues requiring resolution and
facilitating smooth execution of the settlement
contemplated under this compromise.

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iii. The Parties shall act in good faith and extend all
reasonable cooperation to ensure that the milestones,
timelines and obligations contemplated under the MoU
and this compromise petition are achieved in a timely
manner. Any delays, issues or impediments identified
during such review meetings shall be discussed and
appropriate corrective actions mutually agreed upon and
recorded in writing.
iv. Withdrawal of Proceedings Without Adjudication
on Merits
a) The Parties expressly acknowledge and agree
that the withdrawal, quashing, closure, disposal or
termination of any civil, criminal or other proceedings
instituted by either Party against the other, including
the proceedings more particularly set out in Annexure A
hereto, is being undertaken solely in furtherance of and
to give effect to the comprehensive and amicable
settlement arrived at between the Parties and without
any adjudication, determination or expression of opinion
on the merits of the respective claims, allegations,
contentions, defences or counterclaims raised therein.
b) Accordingly, no such withdrawal, quashing,
closure, disposal or termination of any proceeding shall
be construed or relied upon by either Party, or by any
person claiming through or under them, as an
admission, acknowledgment or concession by the Party
who instituted or defended such proceeding that the
claims, allegations, contentions or defences raised
therein were false, incorrect, untenable, without merit
or otherwise incapable of being sustained in law or on
facts.
c) The Parties further agree that the settlement and
consequent closure of the proceedings shall be without
prejudice to the respective stands and contentions taken
by the Parties therein, and neither the fact of settlement
nor the withdrawal, quashing, closure or disposal of
such proceedings shall constitute or be deemed to
constitute any admission of liability, wrongdoing or lack
of merit on the part of either Party. The Parties have
consciously agreed not to pursue adjudication of their
respective claims and contentions on merits solely with

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a view to bringing a complete and final quietus to the
disputes between them in accordance with the terms of
this Compromise.
8. The Respondent No.1 shall hand over all
original documents in its custody on the date of
execution and registration of the JDA, GPA and the
Sharing Agreement as stipulated in paragraph 7(A)(vii)
above.
4. The said proposal is also accompanied by
verifying affidavits filed by the appellant as well as the
respondents supporting the compromise petition.
5. The parties are present before the Court and
they are identified by their respective counsels.
6. We have perused the terms of the joint
compromise petition. We are satisfied that the terms of
the joint compromise are as per law and not opposed to
public policy.
7. The appellant has filed a memo stating that
respondent No.2 is only a formal party and that the appeal
may be dismissed as not pressed as against respondent
No.2.

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8. In the above view of the matter, following
orders are passed:-
(i) The appeal is dismissed as against
respondent No.2.

(ii) The terms of the compromise are recorded.

(iii) The appeal is disposed of in terms of the
compromise entered into between the
appellant and respondent No.1.

The Registry shall draw up a decree in terms of
the compromise.


Sd/-
(ANU SIVARAMAN)
JUDGE


Sd/-
(K.S.BHARATH KUMAR)
JUDGE




RAK
List No.: 3 Sl No.: 2