U.P. Real Estate Regulatory Authority Thru. Secy. vs M/S Maa Bhagwati Commerical Reality N Resorts Llp B-20/2 New Delhi

HIGH COURT OF JUDICATURE AT ALLAHABAD
LUCKNOW
A.F.R.
RERA APPEAL No. - 169 of 2025
U.P. Real Estate Regulatory Authority Thru. Secy.
.....Appellant(s)
Versus
M/S Maa Bhagwati Commerical Reality N Resorts
Llp B-20/2 New Delhi
.....Respondent(s)
Counsel for Appellant(s) : Shireesh Kumar, Shobhit Mohan
Shukla
Counsel for Respondent(s) : Swetank Sharma, Swetank Sharma,
Syed Aftab Ahmad
Court No. - 19
HON'BLE SYED QAMAR HASAN RIZVI, J.
1. Sri Shobhit Mohan Shukla, learned counsel for the appellant and Sri
Sudeep Seth, Senior Advocate assisted by Sri Syed Aftab Ahmad, learned
counsel for the respondent are present.
2. By means of the instant appeal under section 58 of the Real Estate
(Regulation and Development) Act, 2016 the U.P. Real Estate Regulatory
Authority, the Appellant, has challenged the order dated 25.09.2025
passed by the Real Estate Appellate Tribunal (REAT), Lucknow in
Appeal No. 135 of 2025 (M/s. Maa Bhagwati Commercial Reality N
Resorts LLP vs. UP Real Estate Regulatory Authority) thereby directing
the Regulatory Authority to grant registration for the respondent's project
and to grant Registration Number including a Login ID and Password
within 7 days while setting aside the order dated 10.03.2025 passed by the
Real Estate Regulatory Authority (RERA) Lucknow.
3. The facts, in nut-shell, as culled out from the pleadings available on
record, are that a public charitable trust, namely 'Udasin Sangat Rishi
Aashram, Ranopali, Ayodhya, Uttar Pradesh, (hereinafter referred to as
Trust,) registered in the Office of the Sub-Registrar, Sadar, Ayodhya, vide
Registration No. 275/2019 is the owner of the plots of land having Gata

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Nos.309 and 328, situated at village Ranopali, Pargana Haveli Awadh,
Tehsil Sadar, District Ayodhya, admeasuring, 26000.58 sq.mtrs.
4. The above-mentioned Trust granted lease for a period of 29 years and
11 months in favour of the respondent/appellant by means of Registered
lease dated 29.09.2023, to construct a commercial building, on a yearly
consideration at the rate of Rs.60,00,000/- with five per cent increase after
every five years. The term of the 'lease' is renewable by mutual consent.
5. The Respondent/Appellant having obtained the relevant and necessary
clearances, applied with the Uttar Pradesh Real Estate Regulatory
Authority (hereinafter referred to as UP RERA) for registration of its
project, 'Samrajya', on 02.02.2025, vide application ID 1426755, in terms
of Section 4 of the Real Estate (Regulation and Development) Act, 2016
and in conformity with the Standard Operating Procedure (SOP) of the
real estate project issued by U.P. Real Estate Regulatory Authority.
However, the Regulatory Authority vide communication dated
06.02.2025, inter-alia, raised objection, as is reflected from the impugned
order, alleging that from the land details it is not clear whether the land
owner /lessor is having leasing rights and that it is also not clear as to how
could the land owner give sub-leasing rights to the lessee, as the property
belongs to a Trust.
6. The Respondent/Appellant acknowledged the objections/notice and
submitted a reply vide communication dated 11.02.2025, inter alia, stating
that the leasing rights in favour of the applicant firm are clearly
ascertainable from the trust-deed itself, which had already been uploaded
on the portal. Along with the same, copies of the Khatauni extracts
evidencing the title of the trust over the plots in question were also
furnished.
7. The Regulatory Authority, however, vide communication dated
21.02.2025 reiterated the same objections regarding land details and
leasing/sub-leasing rights. In response, the appellant clarified that the
right to sub-lease had been expressly conferred upon it under the terms of
the lease-deed. The Respondent herein Appellant also uploaded the lease-
deed along with the registration certificate issued by the Sub-Registrar.
Despite the same, the Regulatory Authority again raised identical queries

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vide communication dated 03.03.2025, questioning the authority of the
land owner to grant sub-leasing rights. Ultimately the Regulatory
Authority, being dissatisfied with the replies and clarifications submitted
by the Respondent proceeded to reject the application for registration of
the project.
8. Feeling aggrieved by the order of rejection of application for grant of
registration of the project dated 04.03.2025 the Respondent herein
challenged the same by filing an appeal under Section 44 of the Real
Estate (Regulation and Development) Act, 2016 before the Real Estate
Appellate Tribunal (hereinafter referred to as Appellate Tribunal), which
came to be allowed vide order dated 25.09.2025 i.e. the impugned order.
9. The case of the Respondent/Appellant before the Tribunal was that the
lessor/Trust is the absolute and lawful owner of the plots forming the
subject matter of the project, and the said plots have been validly and
legally leased in its favour for the purposes of development and that under
the provisions of the Transfer of Property Act, 1882 the owner of a
property possesses a bundle of rights, including the right to lease the
property in accordance with Sections 105 to 117 of Chapter V of the Act.
10. It was further contended, before the learned Appellate Tribunal, by the
Respondent/Appellant that the Regulatory Authority has committed a
manifest error in questioning the right of the land owner to lease its own
property. The objection raised by the Authority, to the effect that the
owner lacks the right to lease the property, is wholly beyond its
jurisdiction and contrary to settled legal principles and that the Authority
failed to consider Section 108(j) of the Transfer of Property Act, 1882,
which expressly provides that a lessee is entitled to transfer his interest,
either absolutely or by way of mortgage or sub-lease, in whole or in part,
and that such transferee may further transfer the same. Thus, the rights of
a sub-lessee are both heritable and transferable. It was also contended by
the Respondent/Appellant that the direction issued by the Authority
requiring it to obtain permission under Section 92 of the Code of Civil
Procedure, 1908, is legally unsustainable as the same is merely an
enabling provision and cannot be construed in a manner that restricts the
trustees from leasing Trust property for generating funds for the

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administration and objectives of the Trust.
11. As rejection of the present respondent's application was also on the
ground that the lease period is limited to 29 years and 11 months it was
asserted on their behalf that the conclusion drawn by the Regulatory
Authority to the effect that the lease is not of a permanent nature is
erroneous and based on a misreading of the lease deed as the lease deed
expressly provides for renewal by mutual consent, thereby reflecting the
intention of the parties to continue the arrangement.
12. On the other hand, it was contended on behalf of the Regulatory
Authority before the learned Appellate Tribunal that on the strength of the
sub-lease deeds to be executed of the units by the promoter the sub-
lessees would not fall within the scope and ambit of the definition,
'allottee' as defined under Section 2 (d) of the Real Estate (Regulation and
Development) Act, 2016 as allottee means a person to whom a plot,
apartment or building, as the case may be, has been allotted or sold but
not given on rent. It was further contended that Section 2 (zk) of the Act,
2016 defines a 'promoter' as one who constructs or causes to be
constructed, inter alia, building/apartment for the purpose of selling all or
some of the apartments to other persons. Further, reliance was placed on
the definition of the 'real estate project', defined under Section 2 (zn),
wherein, a real estate project, which inter-alia means development of
building or a building consisting of apartments for the purpose of selling
all or some of the said apartments.
13. It was also submitted by the Regulatory Authority that the
apartments/plots/building, as the case may be, could only be sold and
would not include apartments/plots/building, given on rent/sub lease. It
further relied upon Section 17 of Act, 2016, to submit that after
completion of the project, promoter shall execute a registered conveyance
deed in favour of the allottee, along with, the undivided proportionate title
in the common areas, Section 2 (n) defines "common areas" inter alia, to
mean the entire land for the real estate project. Further, that the promoter
has obtained the land of the project on lease and is not legally competent
to transfer the undivided share of the land to the allottees of the entire
common areas to the association of allottees or the competent authority,

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as the case may be. Therefore, under clause (a) of sub-Section (1) of
Section 5 of the Act, 2016, the Regulatory Authority was justified in
rejecting the application being dehors the provisions of the Act, rules and
regulation made thereunder.
14. Based upon the rival submissions, the learned Appellate Tribunal
framed the following questions for consideration:
(i) whether real estate project can be developed on a
leasehold property/land under Act 2016;
(ii) whether lessor (trust) was required to obtain
permission of the competent court for the lease under
Section 92 of Code of Civil Procedure, 1908;
(iii) whether the project of the appellant came to be
registered in view of the deeming fiction under Section
5(2) of Act 2016.
15. The learned Appellate Tribunal answered Questions No. 1 and 2 in
favour of the appellant/respondent herein and against the
respondent/appellant herein while Question No. 3 was answered against
the appellant/respondent herein and the Appeal was allowed in the
following terms:
"……56. Having due regard to the facts and circumstances of
the case and for the reasons assigned herein above, the appeal
succeeds, accordingly allowed by passing the following orders:
(i) Impugned order dated 10.03.2025, passed by the
Regulatory Authority is set aside and quashed.
(ii) The Regulatory Authority is directed to grant
registration for the appellant project and issue
registration number including a Login Id and password to
the appellant within seven days from the date this order is
uploaded on the portal of the Tribunal.
(iii) It is clarified that no other point or ground was
pressed and argued by the contesting parties.
(iv) No order as to costs…………….."
16. Feeling aggrieved, the U.P. Real Estate Regulatory Authority

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preferred the instant appeal under Section 58 of the Act, 2016 which came
to be admitted by this Court on 20.11.2025 on the following substantial
questions of law:
"(i). Whether the appeal under Section 58 of the Real
Estate (Regulation & Development) Act, 2016 can be
preferred by the Regulatory Authority and can be termed
as 'person aggrieved' as used in Section 58 of the said
Act?
(ii). Whether a trustee can lease out the charitable trust
property without the leave of the District Judge, as
provided under Section 92 of the C.P.C. 1908?
(iii). Whether a real estate project can be developed and
registered with Real Estate Regulatory Authority under
Section 5 of the Act of 2016 on the land taken on lease
for a period of 29 years and 11 months in the teeth of the
provisions of section 4 (2) (l) (A) of the Act.
17. The respondent/promoter who had entered appearance through caveat,
filed a Short Counter Affidavit dated 17.02.2026 stating therein that the
case of the appellant before the Appellate Tribunal as well as this Court is
to the effect that the Respondent is not covered within the meaning of
promoter as defined under section 2 (zk) of the Act and the project was
not a 'real estate project' as defined under section 2 (zn) and the appellant
has made a categorical averment to the same effect in Paragraph No. 26 of
its affidavit filed in support of application for stay.
18. It has further been submitted that in view of the admitted position that
the respondent is not covered within the statutory definition of
"promoter", it, by necessary implication, is neither required to seek
registration under section 4 nor is it liable to be granted registration under
section 5 of the Act, 2016 thereof.
19. In the aforesaid Short Counter Affidavit filed on behalf of the
respondent, it is categorically averred that it would be expedient in the
interest of justice that the present appeal be disposed of in terms of the
statement/averment made by the appellant to the effect that the respondent
is beyond the purview of the Act of 2016 and is not required to obtain
registration for the project in question as it stands absolved of any

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requirement to apply for and to obtain the registration under the
provisions of the Real Estate (Regulation and Development) Act, 2016 in
respect of the project in question.
20. The respondent has further stated in its Short Counter Affidavit that as
per statement made by the RERA in the appeal, the nature of title is
leasehold and not transferable, hence as per section 17 of the Act of 2016,
the project does not fall under RERA registration. It has further been
stated that as per RERA the Respondent is not covered within the purview
of the Real Estate (Regulation and Development) Act, 2016 and the
restrictions imposed vide Form-D are not applicable and should be
revoked.
21. Finally, the learned counsel for the Respondent has very emphatically
urged that under the circumstances as mentioned here-in-above, it would
be expedient in the interest of justice that the appeal preferred by the
Authority may be disposed of in terms of the following
statement/averment as mentioned in paragraph no. 13 of the said Short
Counter Affidavit:
i. That the respondent is beyond the purview of the Real
Estate (Regulation and Development) Act, 2016 and is
not required to apply for registration of real estate project
or be granted registration under section 5 of the Act.
Further, the Appellant U.P. Real Estate Regulatory Authority may also be
directed to immediately remove the restrictive clauses contained in Form-
D prohibiting the Respondent from marketing, promoting, selling,
advertising, booking, or dealing with the project.
22. The Appellant/Authority did not file any rejoinder/objection to the
aforesaid Short Counter Affidavit filed by the Respondent/Promoter and
has agreed that the appeal may be decided in terms of the proposition
made by the Respondent/Promoter. The parties have also agreed that the
substantial questions of law nos. (i) and (ii) may be left to be decided in
some appropriate matter and the present appeal may be decided in terms
of substantial questions of law (iii) only, as rest of the questions have
become redundant in view of the admitted position that the Respondent is
not required to apply or be granted registration under the Act, 2016.

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23. Paragraph 26 of the affidavit filed by the Appellant Authority in
support of its application for stay reads as under:
"…...26. That the application for registration of
the Project was not maintainable as the
respondent was not covered within the meaning of
promoter as defined under Section 2(zk) of the Act
and the project was not a Real Estate Project as
defined under Section 2(zn) of the Act wherein a
real estate project means development of a
building or a building consisting of apartments or
converting an existing building or part thereof into
apartments, or the development of land into plots
or apartments, as the case may be, for the purpose
of selling all or some of the said apartments or
plots or building, as the case may be, and includes
the common areas, the development works, all
improvements and structures thereon, and all
easement, rights and appurtenances belonging
thereto…."
24. Now, with the consent of the parties, this Court takes up only the third
substantial question of law i.e. whether a real estate project can be
developed and registered with Real Estate Regulatory Authority under
Section 5 of the Act of 2016 on the land taken on lease for a period of 29
years and 11 months in the teeth of the provisions of section 4 (2) (l) (A)
of the Act.
25. The proposition that the Respondent is not required to be granted
registration under the Real Estate (Regulation and Development) Act,
2016; emerges from the fact that it is only a lessee of the original
owner/Trust and given that it is not capable of transferring the
units/apartments/building, as the case may be, by way of sale, is beyond
the purview of the Act, 2016.
26. Sri Shobhit Mohan Shukla, learned counsel appearing for the
appellant Authority has drawn the attention of this court towards the
preamble to the Act and has submitted that the respondent is not covered
under Section 2(zk) of the Real Estate (Regulation and Development)
Act, 2016 as it cannot sell the plot, apartments or building and can only
assign leasehold rights in the project by way of creation of sub-leases in
favour of its allottees. The preamble to the Act reads as under:

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"An Act to establish the Real Estate Regulatory
Authority for regulation and promotion of the real estate
sector and to ensure sale of plot, apartment or building,
as the case may be, or sale of real estate project, in an
efficient and transparent manner and to protect the
interest of consumers in the real estate sector and to
establish an adjudicating mechanism for speedy dispute
redressal and also to establish the Appellate Tribunal to
hear appeals from the decisions, directions or orders of
the Real Estate Regulatory Authority and the
adjudicating officer and for matters connected therewith
or incidental thereto."
27. It is trite in law that admissions, if clear, are by far the best proof of
facts admitted. Admissions in pleading or judicial admission, if
admissible, made by the parties or their agents at or before the hearing of
a case, stand on a higher footing than evidentiary admissions. The former
class of admissions is fully binding on the party that makes them and
constitutes a waiver of proof. The Court can very well pass an order on
the basis of an undisputed admission of a party in accordance with law. It
is well settled that where admissions of facts and law have been made
either in the pleading or otherwise, whether orally or in writing, the Court
at any stage of the proceeding either on the application of a party or on its
own motion without waiting for the determination of other questions, may
make such order or give such judgment as it may think fit, having regard
to such admission. The Hon'ble Supreme Court observed in the case of
Ram Niranjan Kajaria versus Sheo Prakash Kajaria and others;
reported in 2015 (10) SCC 203 that a party cannot be permitted to wholly
withdraw the admission in the pleadings.
28. Sri Syed Aftab Ahmad learned counsel appearing for the respondent
very emphatically submitted that Section 2(zk) of the Real Estate
(Regulation and Development) Act, 2016, which defines promoter, states
that a person who has been assigned development rights in respect of a
project for the purpose of selling the apartments or a person who develops
land as a project for the purpose of selling, would only qualify as being a
promoter and would, consequently, require a registration under the Act
and since he cannot sell the plot, apartments or building and can only
assign leasehold rights in the project by way of creation of sub-leases in
favour of its allottees he stands exempted from the operation of the Act.

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29. Before delving into the merits of the case, it would be appropriate to
take note of the statement of objects and reasons of the Real Estate
(Regulation and Development) Act, 2016, which reads as follows:
"THE STATEMENT OF OBJECTS AND REASONS
The real estate sector plays a catalytic role in fulfilling
the need and demand for housing and infrastructure in
the country. While this sector has grown significantly in
recent years, it has been largely unregulated, with
absence of professionalism and standardisation and lack
of adequate consumer protection. Though the Consumer
Protection Act, 1986 is available as a forum to the buyers
in the real estate market, the recourse is only curative and
is not adequate to address all the concerns of buyers and
promoters in that sector. The lack of standardisation has
been a constraint to the healthy and orderly growth of
industry. Therefore, the need for regulating the sector has
been emphasised in various forums.
In view of the above, it becomes necessary to have a
Central legislation, namely, the Real Estate (Regulation
and Development) Bill, 2013 in the interests of effective
consumer protection, uniformity and standardisation of
business practices and the transactions in the real estate
sector. The proposed Bill provides for the establishment
of the Real Estate Regulatory Authority (the Authority)
for Regulation and promotion of real estate sector and to
ensure sale of plot, apartment or building. as the case
may be, in an efficient and transparent manner and to
protect the interest of consumers in real estate sector and
establish the Real Estate Appellate Tribunal to hear
appeals from the decisions, directions or orders of the
Authority."
(emphasis supplied by this court)
30. For ready reference, the definition of "promoter" as occurring in
section 2(zk) of The Real Estate (Regulation and Development) Act 2016
is reproduced as below;
2 (zk) "promoter" means,--
(i) a person who constructs or causes to be constructed an
independent building or a building consisting of
apartments, or converts an existing building or a part

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thereof into apartments, for the purpose of selling all or
some of the apartments to other persons and includes his
assignees; or
(ii) a person who develops land into a project, whether or
not the person also constructs structures on any of the
plots, for the purpose of selling to other persons all or
some of the plots in the said project, whether with or
without structures thereon; or
(iii) any development authority or any other public body
in respect of allottees of—
(a) buildings or apartments, as the case may be,
constructed by such authority or body on lands owned by
them or placed at their disposal by the Government; or
(b) plots owned by such authority or body or placed at
their disposal by the Government,
for the purpose of selling all or some of the apartments or
plots; or
(iv) an apex State level co-operative housing finance
society and a primary co-operative housing society which
constructs apartments or buildings for its Members or in
respect of the allottees of such apartments or buildings;
or
(v) any other person who acts himself as a builder,
coloniser, contractor, developer, estate developer or by
any other name or claims to be acting as the holder of a
power of attorney from the owner of the land on which
the building or apartment is constructed or plot is
developed for sale, or
(vi) such other person who constructs any building or
apartment for sale to the general public.
Explanation. For the purposes of this clause, where the
person who constructs or converts a building into
apartments or develops a plot for sale and the person who
sells apartments or plots are different persons, both of
them shall be deemed to be the promoters and shall be
jointly liable as such for the functions and responsibilities
specified, under this Act or the rules and regulations
made thereunder,

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The expression "real estate project" is defined under Section 2(zn) of the
Act which reads as under:
2 (zn) "real estate project" means:
"the development of a building or a building consisting
of apartments, or converting an existing building or a part
thereof into apartments, or the development of land into
plots or apartments, as the case may be, for the purpose
of selling all or some of the said apartments or plots or
building, as the case may be, and includes the common
areas, the development works, all improvements and
structures thereon, and all easement, rights and
appurtenances belonging thereto".
Therefore, the purpose of selling is sine-qua-non for a person to be a
promoter within the meaning of the Real Estate (Regulation and
Development) Act, 2016, but the respondent, admittedly, does not have
the right to sell the property.
31. Section 105 of the Transfer of Property Act, 1882 defines 'lease' of
immoveable property as a transfer of a right to enjoy such property, made
for a certain time, express or implied, or in perpetuity, in consideration of
a price paid or promised, or of money, a share of crops, service or any
other thing of value, to be rendered periodically or on specified occasions
to the transferor by the transferee, who accepts the transfer on such terms.
32. The Transfer of Property Act, 1882 envisages five different modes for
transferring a property but for the purpose of the present appeal we are
only concerned with one of the modes i.e., "Sale" and the same is dealt
with under section 54 of the Transfer of Property Act, 1882 which defines
"sale" and a "contract for sale" as follows:"
"54. 'Sale' defined.
'Sale' is a transfer of ownership in exchange for a price
paid or promised or part-paid and part-promised.
Sale how made. Such transfer, in the case of tangible
immovable property of the value of one hundred rupees
and upwards, or in the case of a reversion or other
immovable property of a value less than one hundred
rupees, such transfer may be made either by a registered

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instrument or by delivery of the property. Delivery of
tangible immovable property takes place when the person
as he directs, in possession of the property.
Contract for sale.-
A contract for the sale of immovable property is a
contract that a sale of such property shall take place on
terms settled between the parties. It does not, of itself,
create any interest in or charge on such property."
33. Upon a bare perusal of clauses 4 and 7 of the lease deed dated
29.09.2023 it is apparent that the respondent has been given a right to
undertake construction on the land forming subject matter of the lease and
to sub-lease it to others and has only lease hold rights, thus, the lease deed
is conditional in nature. For ready reference clauses 4 and 7 of the lease
deed are reproduced as under:
-4
धारा
यह कि द्वितीयपक्ष को लीज में शामिल भूमियों पर निर्माण कराकर उसे
सब लीज पर दूसरे को देने का अधिकार होगा। द्वितीयपक्ष के द्वारा रखे
गये सब लीज व साझेदार को दी गयी भूमि को प्रथमपक्ष द्वारा दी गयी
लीज भूमि की समयावधि के अन्दर होगी। द्वितीयपक्ष द्वारा सब लीज पर
दिये गये सब लीज ग्राही को द्वितीयपक्ष की शर्तों को मानने के लिए बाध्य
होगा और विवाद की दशा में उभयपक्ष आपसी सहमति से विवाद का
समाधान करेंगे।
-7
धारा
- 60,00,000
यह कि द्वितीयपक्ष प्रथमपक्ष को लीज प्रतिफल मु० रूपये
.
वार्षिक है। प्रथमपक्ष जिसकी अदायगी प्रत्येक छः माह पर मु
30,00,000 1
रूपये वर्ष में या दो किस्तो में अदा कर सकता है। यदि
द्वितीयपक्ष द्वारा लगातार लीज प्रतिफल की तीन किस्तें अदा नहीं की
जाती हैं तो या अनुबन्ध लीज स्वतः शून्य हो जायेगी।
The relevant clauses of the lease deed particularly the above quoted
clauses make it abundantly clear that the element of sale is lacking in the
transaction and all that the respondent/lessee has been given under the
terms of the lease-deed, is a mere right to create sub-leases of the land
involved in the principal lease.
34. The lease deed does not speak about the right to sell but clauses 4 and

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7 envisage the right to sub-lease the property. In view of the above the
developer herein cannot be a promoter within the meaning of section 2
(zk) of the Real Estate (Regulation and Development) Act 2016.
35. Upon a careful examination of the provisions of the Act this Court
finds that under Section 2 (zk) of the Real Estate (Regulation and
Development) Act, 2016, the status of a 'promoter' is not determined by
mere possession or leasehold interest in land, but by the active role of
development and sale of units in a real estate project. A lessee, who does
not sell units to prospective allottees, does not fall within the ambit of
'promoter'. Further, as per Section 2 (zn), a 'real estate project' necessarily
contemplates development for the purpose of sale. In absence of any sale
component, the activity does not constitute a real estate project, and
consequently, the provisions relating to registration under Section 3 are
not attracted.
36. Section 2(zn) defines a "real estate project" as development of land
into plots or apartments for the purpose of selling the same to allottees.
Thus, the element of "sale" is indispensable for bringing any activity
within the ambit of the Act.
37. A conjoint reading of the aforesaid provisions yields the following
mandatory conditions: (a) there must be development or construction
activity and (b) such activity must be undertaken for the purpose of sale to
allottees. Therefore, unless both conditions co-exist, a person cannot be
classified as a "promoter" under the Act and is not required to apply for
registration under the Act and the Authority is not supposed to grant or
refuse registration to such a person.
38. A lessee, thus, holds only a restricted right of possession and
enjoyment in accordance with the terms of the lease, without acquiring
absolute ownership or any inherent obligation to undertake development.
Mere possession, in the absence of any legally enforceable right to sell the
property, does not fulfil the statutory requirements of a "promoter" under
the Real Estate (Regulation and Development) Act, 2016.
39. In the case of "District Mining Officer vs. Tata Iron & Steel Co."
(2001) 7 SCC 358 Hon'ble Supreme Court held as under:-

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"A statute has to be construed according to the intent of
them that make it and the duty of the court is to act upon
the true intention of the legislature. If a statutory
provision is open to more than one interpretation, the
court has to choose that interpretation which represents
the true intention of the legislature. The function of the
courts is only to expound and not to legislate. The
process of construction combines both literal and
purposive approaches. In other words, the legislative
intention i.e. the true or legal meaning of an enactment is
derived by considering the meaning of the words used in
the enactment in the light of any discernible purpose or
object which comprehends the mischief and its remedy to
which the enactment is directed. It is also a cardinal
principle of construction that external aids are brought in
by widening the concept of context as including not only
other enacting provisions of the same statute, but is
preamble, the exiting state of law, other statutes in pari
materia and the mischief which the statute was intended
to remedy.”
40. It is a settled principle of law that where the language of a statutory
provision is clear and unambiguous, it must be presumed that the
legislature has consciously and deliberately employed such words to give
effect to the object of the Act. This principle is encapsulated in the legal
maxim A Verbis Legis Non Est Recedendum , meaning thereby that no
departure can be made from the plain words of the law. Accordingly, the
Court is bound to proceed on the basis that the legislature intended what it
has expressly stated, and the statute must be interpreted without doing
violence to its language. This position has been affirmed by the Hon'ble
Supreme Court in
Hardeep Singh vs. State of Punjab and Others, (2014)
3 SCC 92 .
41. Similar view has been taken by Hon'ble Supreme Court in the matter
of M/s Newtech Promoters and Developers vs. State of U.P. (2021) 18
wherein the court has held as under: -
SCC 1
“It is well established principle of interpretation of law
that the court should read the section in literal sense and
cannot rewrite it to suit its convenience, nor does any
canon of construction permits the court to read the
section in such a manner as to render it to some extent
otiose.”

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16
42. In view of the consensus between the parties, the controversy in the
present appeal stands confined solely to the determination of the question
as to whether a real estate project can be granted registration by the Real
Estate Regulatory Authority under Section 5 of the Real Estate
(Regulation and Development) Act, 2016, on a land held on lease for a
period of 29 years and 11 months, in light of the provisions contained in
Section 4(2)(l)(A) of the Real Estate (Regulation and Development) Act,
2016. Accordingly, the remaining substantial questions, namely Questions
Nos. 1 and 2, do not survive for consideration in the present case. The
Court, therefore, adjudicates only the aforesaid third substantial question
for the purpose of disposal of the instant appeal.
43. The third question of law formulated by this Court is as to whether a
real estate project can be developed and registered with Real Estate
Regulatory Authority under Section 5 of the Act of 2016 on the land
taken on lease for a period of 29 years and 11 months in the teeth of the
provisions of section 4 (2) (l) (A) of the Act of 2016.
44. Section 4 of the Act, 2016 deals with an application for registration of
real estate projects making it mandatory for every promoter to make an
application to the Authority for registration of the real estate project and
enumerates certain documents to be enclosed along with the application.
Section 4 (2) (l) (A) of the Act, 2016 makes it mandatory for a promoter
to make a declaration supported by an affidavit stating that he has a legal
title to the land on which the development is proposed along with legally
valid documents with authentication of such title if such land is owned by
another person.
45. The term "title" is a comprehensive concept signifying lawful
ownership backed by enforceable rights. It is the cornerstone of property
related laws, determining the legitimacy of claims and the entitlement to
possession and enjoyment of property. In legal parlance, the term "title"
refers to the lawful basis of ownership or the bundle of rights by which a
person asserts and enjoys dominion over property. It is not merely
physical possession, but the legal right to possess, use, enjoy, and dispose
of property. Title embodies both ownership rights and the legitimacy of
such rights, recognized and enforceable in law.

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17
46. It has been vehemently argued by Sri Sudeep Seth learned Senior
Advocate appearing for the Respondent that Section 4 (2) (l) (A) of the
Act, 2016 also makes room for someone who himself does not have the
title, by providing for an authentication of title if such land is owned by
another person and it is grossly misconceived on the part of the Authority
to allege that the respondent/promoter suffers from lack of title for the
purposes of the Real Estate (Regulation and Development) Act, 2016.
47. However, this Court is of the considered opinion that since the
Respondent does not possess the legal authority or right under the terms
of the lease-deed, to sell the plot, apartment, or building, as the case may
be, the project does not fall within the ambit of the Real Estate
(Regulation and Development) Act, 2016. The ability to offer units for
sale is a foundational element for attracting the applicability of the Real
Estate (Regulation and Development) Act, 2016, as the statutory scheme
primarily governs 'real estate projects' undertaken for the purpose of sale
to allottees.
48. In the absence of such a right, the Respondent cannot be brought
within the definition of a "promoter" under the Act, as the essential
condition of developing or marketing real estate for sale remains
unfulfilled. Consequently, the provisions relating to mandatory
registration, particularly under Section 5 of the Act, are not attracted in
the present case.
49. Therefore, it necessarily follows that the Respondent is neither
obligated to seek registration nor it can be compelled to obtain
registration under the Real Estate (Regulation and Development) Act,
2016, the legislative intent being to regulate only those projects which are
intended for sale to prospective allottees.
50. The substantial question of law is answered accordingly.
51. Consequently, the appeal is in the light of the
disposed of
observations made here-in-above .
52. The appellant/U.P. Real Estate Regulatory Authority, therefore is,
under no obligation to provide registration number, Login ID and
Password etc. to the respondent herein pursuant to its application dated

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18
02.02.2025. The Uttar Pradesh Real Estate Regulatory Authority is
expected to withdraw the communication vide Form-D containing the
prohibitory and restrictive clauses against the Respondent with respect to
the project in question.
53. No order as to costs.
(Syed Qamar Hasan Rizvi,J.)
May 8, 2026
Virendra
Digitally signed by :-
VIRENDRA KUMAR GUPTA
High Court of Judicature at Allahabad,
Lucknow Bench