Bombay High Court
Decathlon Sports India Private Limited vs Godrej Projects Development Limited on 28 April, 2026
Author: Milind N. Jadhav
Bench: Milind N. Jadhav
2026:BHC-OS:10858
901.IAL.9084.2026 & IAL.7684.20263.doc
HARSHADA H. SAWANT
(P.A.)
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
INTERIM APPLICATION (L) NO. 9084 OF 2026
IN
COMMERCIAL SUIT (L) NO. 7651 OF 2026
WITH
INTERIM APPLICATION (L) NO. 7684 OF 2026
IN
COMMERCIAL SUIT (L) NO. 7651 OF 2026
Decathlon Sports India Pvt Ltd Applicant
.. (Org. Plaintiff)
IN THE MATTER BETWEEN
Decathlon Sports India Pvt Ltd .. Plaintiff
Versus
Godrej Projects Development Ltd & Anr. Defendant
....................
Mr. Anoshak Davar a/w. Debarshi Dutta, Mr. Arjun Mookerjee, Mr.
Kushan Kode, Mr. Archit Viramani, Mr. Atul Gupta & Mr. Daneel
Pancras i/b Mr. Arcit Viramani, Advocates for Applicant / Plaintiff.
Mr. Janak Dwarkadas and Mr. Girish Godbole, Senior Advocates
a/w. Mr. Yash Momaya, Mr. Ritish Desai, Mr. Rahul Dwarkadas,
Ms. Sukhada Wagle, Mr. Raushan Kumar, Mr. Arman Mulla & Ms.
Sonam Singh i/b M/s. RJD & Partners, Advocates for Defendant
No.1
Mr. Gaurav Joshi, Senior Advocate a/w. Mr. Sheroy M.
Bodhanwalla, Ms. Sayali Puri, Mr. Akash Singh, Mr. Shreyas
Thakur i/b M/s. Bodhanwalla & Co. Advocates & Solicitors,
Advocates for Defendant No.2.
...................
CORAM : MILIND N. JADHAV, J.
DATE : APRIL 28, 2026
P.C.:
1. Heard Mr. Davar, learned Advocate for Applicant / Plaintiff; Mr. Dwarkadas a/w. Mr. Godbole, learned Senior Advocates for Defendant No.1 and Mr. Joshi, learned Senior Advocate for Defendant No.2.
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901.IAL.9084.2026 & IAL.7684.20263.doc
2. By consent of parties Interim Application (L) No. 9084 of 2026 and Application (L) No. 7684 of 2026 are both heard for interim reliefs. Common order is passed for disposing of both Interim Applications.
3. Commercial Suit (L) No.7651 of 2026 is filed by Plaintiff on 04.03.2026, inter alia, for decree of specific performance of Agreement to Lease (for short "ATL") dated 17.09.2025, declaratory relief, mandatory injunction, perpetual injunction and damages suffered by Plaintiffs due to breaches of ATL.
4. Interim Application (L) No.7684 of 2026 is filed by Plaintiff on 04.03.2026 along with Suit Plaint under Order XXXIX Rule 1 and 2 and Order 50 read with Section 151 of the Code of Civil Procedure, 1908 (for short "CPC") for following interim reliefs:-
(i) Ex-parte ad-interim injunction restraining Defendants from committing breach of ATL;
(ii) Restraining Defendants from creating third party rights in respect of Leased premises;
(iii) Appointment of Receiver over and in respect of Leased premises.
5. Interim Application (L) No.9084 of 2026 is filed by Plaintiff on 11.03.2026 for seeking following Interim reliefs:-
(i) Ex-parte ad-interim injunction restraining Defendant No.1 from committing breach of ATL;2 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:48 :::
901.IAL.9084.2026 & IAL.7684.20263.doc
(ii) Restraining Defendant no.2 from making any changes or construction in respect of Leased premises and from acting in furtherance of Lease Deed dated 04.03.2026, also using the premises for any commercial purpose until disposal of the suit;
(iii) Ex-parte order restraining both Defendants from making any alterations and directing them to maintain to status quo in respect thereof; and
(iv) Appointment of Court Receiver over and in respect of Leased premises under Order XL of CPC.
6. Brief facts relevant for deciding the above Interim Applications are as follows:-
6.1. Applicant / Plaintiff evinced interest in acquiring the suit premises collectively admeasuring 761 sq.m. which included area on the Lower Ground and Ground Floor on lease and entered into a Term Sheet dated 18.03.2025 and thereafter Agreement to Lease dated 17.09.2025 with Defendant No.1. in respect of suit property. This Suit property was 50% of the total commercial property developed by Defendant No.1 in its Chembur project. After both parties executed ATL and acted upon it, including performance of almost all contained in Condition Precedent-1 (CP-1), Defendant No.1 alleged that Plaintiff proposed further changes and alterations and refused to consider taking over the entire commercial area on lease. It is Plaintiff's case that since it did not accede to Defendant No.1's proposal and instead 3 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:48 :::
901.IAL.9084.2026 & IAL.7684.20263.doc insisted upon execution of Lease Deed in terms of ATL in respect of suit premises (50% of the entire commercial area), Defendant No.1 wrongfully "determined" the ATL in a pre-mediated and malafide manner, falsely alleging frustration of contract on the ground of ATL becoming "incapable of performance" and subsequently changing its stand to ATL becoming "commercially impracticable".
6.2. Plaintiff has argued that action of Defendant No.1 in issuing Letter of Intent within 7 days thereafter and executing Lease Deed within 15 days of termination with Defendant No.2 unequivocally establishes that Defendant No.1 designed termination of ATL in such circumstances to not only discharge itself from performance of its obligations under the ATL but clearly to defeat any order / injunctive relief that may be passed in Plaintiff's favour in the present Suit and in turn procured better commercial terms by executing the Lease Deed with Defendant No.2 for the entire commercial area.
6.3. By way of present Suit, Plaintiff has inter alia, sought declaration that ATL is valid and mandatory injunction directing Defendant No.1 to execute and register Lease Deed in favour of Plaintiff. Owing to Defendant No.1's subsequent conduct of executing and registering Lease Deed dated 04.03.2026 with Defendant No.2, Plaintiff impleaded Defendant No.2 i.e. Titan Company Limited.
Plaintiff further seeks cancellation of the registered Lease Deed dated 4 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:48 :::
901.IAL.9084.2026 & IAL.7684.20263.doc 04.03.2026 and injunctive reliefs against both Defendants for dealing with / altering the suit premises in furtherance of the registered Lease Deed.
7. Mr. Davar, learned Advocate for Plaintiff has drawn my attention to the Term Sheet dated 18.03.2025 and ATL dated 17.09.2025 and after taking me through the same has made the following submissions:-
7.1. He would submit that Applicant / Plaintiff is entitled to interim relief of protecting the suit premises (admeasuring 761 sq.m.) because Defendant No.1's action of unilaterally determining the ATL is fraudulent, wrongful and unlawful in the given circumstances. He would submit that ATL was not a determinable agreement as it did not confer any right or give option to Defendant No.1 to determine / terminate it at will, save and except in case of any breach or default if committed by Plaintiff. In support of this submission he has referred to and relied upon the decision of the Supreme Court in K. S. Manjunath & Ors. Vs. Moorasavirappa alias Muttanna Chennappa Batil.1 7.2. He would submit that Defendant No.1 terminated ATL by notice dated 20.02.2026, acted without contractual authority and in direct violation of the terms of ATL, because, per clause 3.3.2 Defendant No.1 had until 04.02.2026 to complete the pending CP-1 1 2025 SCC OnLine SC 2378 5 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:48 :::
901.IAL.9084.2026 & IAL.7684.20263.doc Condition which were infact duly completed and complied with. He would submit that it is wrongfully alleged by Defendant No.1 that Plaintiff wanted to resile from ATL and threatened termination which is ex facie false allegation especially after substantial investment and time spent for almost 14 months by both Plaintiff and Defendant No. 1 on modifying / altering the Suit premises.
7.3. He would submit that Defendant No.1's plea of frustration is untenable in law because mere inconvenience styled as "performance, in its originally envisaged form, has become commercially impracticable" does not amount to "impossibility to perform" or "frustration" of the ATL. In support of this submission he has referred to and relied upon the decision of the Supreme Court in The Naihati Jute Mills Limited Vs. Khyaliram Jagannath.2 He would submit that ATL itself stipulated the possibility of intervening circumstances (vis-a-
vis MMC approval and signage permission), which may have affected performance of ATL and provided consequences of such delay by giving Plaintiff option to terminate the ATL. He would submit that non-performance of terms and conditions of CP-1 would not destroy the basis and underlying object of ATL but parties herein were infact to execute the Lease Deed in respect of the suit premises. To support this submission, he has referred to and relied upon the decision of the Supreme Court in Satyabrata Ghose Vs. Mugneeram Bangur and 2 [1968] 1 SCR 6 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:48 :::
901.IAL.9084.2026 & IAL.7684.20263.doc Comapny and Ors.3 He would submit that Defendant No.1 cannot resile from ATL by citing its own failure to perform its obligation under the ATL, which prima facie is nothing but an excuse to enter into a better and lucrative contract with Defendant No. 2 to the exclusion of Plaintiff, which it did within 7 days of termination by repudiating the ATL unilaterally.
7.4. He would submit that as per clause (ii) and (x) of CP-1 Defendant No.1 was bound to provide, viz., revised sanctioned plan along with provisional fire NOC and development permission / commencement certificate; signage space as agreed and as specified. He would submit that Defendant No.1 wrongfully claimed inability to comply with aforesaid conditions and sought ATL to be frustrated. He would submit that Fire NOC and approval was already sanctioned by the Corporation and it was in place and all changes were executed by the Architect of Defendant No.1 for more than 4 months details of which are placed on record.
7.5. He would submit that obtaining NOC from the Society for signage space was never a condition precedent in the ATL. He would submit that Defendant No.1 neither filed any supporting document to prove its contention that it had ever applied to the Society or Society had an issue with the signage spots or it had refused permission, rather Defendant No.1 by email dated 27.01.2026 had categorically 3 AIR 1954 SC 44 7 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:48 :::
901.IAL.9084.2026 & IAL.7684.20263.doc informed that it take care of the required NOC from the Society for putting up of signages, hence this could not be basis to justify termination of ATL. He would submit that in the Lease Deed dated 04.03.2026 executed with Defendant No.2, Defendant No.1 agreed to comply with those very conditions for putting up of signages within 7 days and also executed the Lease Deed and registered it, hence its argument that compliance of the said condition was impossible is vague therefore rendering its defence of frustration to be ex-facie false. 7.6. He would submit that Defendant No.1 relied upon clause 7.5.3 which conferred upon them right to terminate ATL irrespective of whether CP-1 requirements were fulfilled or not. He would submit that the said clause did not confer a right but rather recognized termination of ATL by Defendant No.1 at its own discretion and without any default by Plaintiff would in itself be a breach entitling Plaintiff to invoke the Bank Guarantee. He would submit that therefore Defendant No.1 filed S.C. Suit (L) No.2738 of 2026 seeking injunction against invocation of Bank Guarantee by Plaintiff. He would submit that on 23.02.2026 i.e. one day before the date of renewal of the Bank Guarantee, Defendant No.1 obtained ex-parte ad-interim injunction restraining Plaintiff from invoking the Bank Guarantee but Plaintiff had no intention to invoke and rather Plaintiff had called upon Defendant No.1 to renew it vide letter dated 21.02.2026. He would submit that hence act of Defendant No.1 in filing the Suit is indicative 8 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc of the fact that it believed and accepted that its own attempt to terminate ATL without cause in fact conferred a right upon Plaintiff to invoke the Bank Guarantee. He would submit that therefore Defendant No.1 wrongly misinterpreted clause 7.5.3 of ATL and intention of the parties.
7.7. He would submit that by Letter dated 21.02.2026 Plaintiff called upon Defendant No.1 to withdraw Letter dated 20.02.2026 thereby evincing willingness to continue with ATL and execute the Lease Deed. He would submit that Plaintiff relied on assurances and representations of Defendant No.1 and substantially altered its position to its own detriment believing that the Suit premises would be handed over to it since the entire intention works were undertaken and completed as per sanctioned plan, thus balance of convenience is entirely in favour of Plaintiff. He would submit that if Suit Premises are not protected by way of an interim injunction and appointment of Receiver, then Plaintiff would suffer grave and irreparable loss and injury to its projected financial turnover of INR 24,50,00,000/- (in words Twenty-Four Crore Fifty Lakh only) for year one on its operation from the targeted store opening in June 2026 on the Leased Premises.
7.8. He would submit that Defendant No.2 cannot plead equity and balance of convenience against Plaintiff and oppose interim relief 9 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc in favour of Plaintiff, instead it can pursue appropriate action against Defendant No.1 for making false representation to it because it has argued that it had no knowledge / notice about interest of Plaintiff in the Suit premises. He would submit that this argument of Defendant No.2 is prima facie unbelievable and needs to be rejected because of the time line and Defendant No.1 offered Defendant No.2 a lucrative deal for the entire commercial premises for a longer period of time which suits Defendant No.2's purpose. He would submit that both Defendant Nos. 1 and 2 have allegedly acted in a malafide manner by executing the Letter of Intent within 7 days of termination and registering the Lease Deed dated 04.03.2026 within 15 days after termination.
7.9. He would submit that Defendant No.1 suppressed the fact of having obtained Fire NOC from the Deputy Chief Fire Officer on 19.01.2026 in terms of complying with its own obligation under CP-1 of the ATL as per the terms of draft Lease Deed exchanged on 17.01.2026. He would submit that this conduct of Defendant No.1 is malafide for reasons best known to them. He would submit that Defendant No.1 was however repeatedly insisting and leading Plaintiff to re-negotiate additional terms even until 19.02.2026 while in contrast Defendant No.1 had already designed and made up its mind for imminent exit from the ATL and enter into a lucrative Lease Deed for the entire commercial premises. He would submit that this is 10 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc pertinent from the fact that a Demand Draft dated 11.02.2026 was prepared for refunding the tranche 1 payment under ATL. 7.10. He would submit that despite notifying awareness of Plaintiff's willingness to execute Lease Deed, Defendant No.1 in complete disregard executed Lease Deed dated 04.03.2026 with Defendant No.2 for the entire commerical property admeasuring 1456.16 sq.m. even while the ex-parte ad-interim injunction dated 04.03.2026 was operative. He would submit that this resultantly allowed Defendant No.1 to obtain a more commercially profitable deal than the one envisaged under the ATL with Plaintiff disregarding the sanctity of commercial contract. He would submit that Defendant No.2 has paid Interest Free Refundable Security Deposit of Rs.85 Lakhs on 27.02.2026 to Defendant No.1 within 7 days from termination dated 20.02.2026 and thereafter on 04.03.2026 i.e. merely within 5 days and thereafter both parties executed and registered the Lease Deed. 7.11. He would submit that argument of Defendant No.2 that Lease Deed dated 04.03.2026 is a registered document and therefore, balance of convenience lies in its favour should not be accepted by Court as it is a fraudulent act on the part of both Defendants to clearly oust Plaintiff's right under the ATL. He would submit that proviso to Section 49 of the Registration Act, 1908 allows unregistered document affecting immovable property, to be received as evidence of a contract 11 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc in a suit for specific performance. He would submit that in case the Defendant No.2's arguments are accepted, it would provide all parties that are similarly placed to take advantage of their own wrong. 7.12. Next he would submit that according to ATL, the leased premises was to be used for trade and commerce and hence it falls within definition of "commercial dispute" under Section 2(1)(c) of the Commercial Courts Act, 2015. He would submit that this jurisdiction must be strictly construed in light of the Act's object of speedy disposal of high-value commercial cases. He would submit that present dispute cannot fall under the domain of the Presidency Small Causes Court because according to Section 3(b) of the Maharashtra Rent Control Act, 1999, private limited companies having paid up share capital of one crore or more are exempted. In support of this proposition, he has referred to and relied upon the decision of the Madras High Court in the case of Ambalal Sarabhai Enterprises Ltd. Vs. K. S. Infraspace LLP.4 7.13. Therefore, he would submit that it is clearly evident from the foregoing incidents that Defendant No.1 has attempted to wrongfully determine the ATL malafidely since negotiations between Defendant Nos. 1 and 2 could not have commenced and concluded merely within 7 days. Hence, he would submit that in the aforesaid circumstances Plaintiff is entitled to interim reliefs in both Interim Applications as prayed for until final disposal of the Suit proceedings including 4 (2020) 15 SCC 585 12 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc appointment of Court Receiver.
8. PER CONTRA, Mr. Dwarkadas, learned Senior Advocate for Defendant No.1 has drawn my attention to the two Affidavits-in-Reply dated 11.03.2026 in Interim Application (L) No.7684 of 2026 and dated 24.03.2026 in Interim Application (L) No.9084 of 2026 filed by authorized signatory of Defendant No.1 and has vehemently opposed grant of interim reliefs to the Plaintiff.
8.1. He would submit that Interim Application (L) No. 9084 of 2026 is filed by Plaintiff with the sole object of (i) expanding the scope of the ex-parte ad-interim order dated 04.03.2026 which was obtained without giving notice to Defendant No.1 and has in any event now been rendered infructuous; (ii) to bring pressure upon Defendant No.2 by seeking to restrain it from exercising its legitimate leasehold rights under a duly executed registered Lease Deed; and (iii) for creating a false impression before this Court that Defendant No.1 has acted in defiance of the ex-parte order when the truth is that the Lease Deed with Defendant No.2 was executed and registered prior to service of the ex-parte order upon Defendant No.1.
8.2. He would submit that ATL dated 17.09.2025 between Plaintiff and Defendant No.1 did not create, transfer, assign, or vest any enforceable right, title, interest or possession in the premises in favour of the Plaintiff as ATL was determinable, conditional and an 13 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc executory arrangement and not a concluded lease which merely contemplated its future execution subject to prior fulfillment of all 16 terms and conditions of CP-1. He would submit that Plaintiff has admitted in its pleadings that it was never delivered possession of the premises rather it had remained in the lawful possession and control of its owner i.e. Defendant No.1, hence Plaintiff is not entitled to restrain either Defendant No.1 or Defendant No.2 from exercising their lawful rights therein.
8.3. He would submit that as per Section 14(d) of the Specific Relief Act, 1963 (for short "said Act") ATL was determinable in nature, hence it stood lawfully determined by Defendant No.1 vide its letter dated 20.02.2026. He would submit that Section 41(e) of the said Act bars grant of injunction to prevent breach of a contract, the performance of which cannot be specifically enforced, hence interim application seeking injunctive relief is misconceived and contrary to law. He would submit that the ATL was incapable of performance on account of non-fulfillment of terms and conditions of CP-1 within the stipulated timeline and circumstances beyond control of the parties and thus it stood frustrated within the meaning of Section 56 of the Indian Contract Act, 1872 and hence became void and unenforceable in law.
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901.IAL.9084.2026 & IAL.7684.20263.doc 8.4. He would submit that Lease Deed dated 04.03.2026 between Defendant Nos. 1 and 2 was executed and payment of registration fees for same was generated at 13:45 hrs on the same day followed by its registration in the office of the Joint Sub-Registrar, Mumbai-13 at 02:50 PM. He would submit that Defendant No.1 was served with the ex-parte order dated 04.03.2026 via email on the same day at 08:07 PM. He would submit that Defendant No.1 being unaware of filing of present Suit proceedings by Plaintiff, nor being served upon with any notice regarding the proceedings or notice or the ex-parte order, entered into a commercial transaction with Defendant No.2 in the ordinary course of business pursuant to Letter of Intent dated 27.02.2026 for execution and registration of the Lease Deed. 8.5. He would submit that Defendant No.2 being a reputed publicly listed company and a subsidiary of the Tata Group became a bonafide lessee through the Lease Deed for a term of 21 years and paid a part of the security deposit of Rs.85,00,000/- on execution of the Letter of Intent dated 27.02.2026. He would submit that Plaintiff's allegation of execution of Lease Deed being "pre-mediated" and done with intent to defeat Plaintiff's rights is wholly baseless because ATL was already lawfully determined on 20.02.2026 alongwith refund of security deposit to Plaintiff. He would submit that it is well settled law that once third-party rights are created in favour of a bonafide party under a registered instrument, courts ought to exercise extreme 15 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc restraint in granting injunctive relief that would disturb such rights and therefore mere coincidence of dates cannot give rise to any inference of malafides.
8.6. He would submit that ex-parte injunction order cannot operate retrospectively so as to invalidate the rights and transactions that were lawfully concluded prior to service of such order upon the party sought to be restrained and is an afterthought designed to prejudice Defendant No.2 and the same cannot be regarded as being in violation of said order. He would submit that Lease Deed dated 04.03.2026 creates a valid leasehold interest in favour of Defendant No.2 which is a registered document and carries presumption of validity under Section 35 of the Indian Registration Act, 1908 and Section 79 of the Indian Evidence Act, 1872, hence such a Lease Deed cannot be set aside or rendered inoperative merely on the basis of allegations made in an interim application. He would submit that challenge to such a Lease Deed could have been done in substantive proceedings and not through interim application. 8.7. Next, he would submit that ATL is incapable of specific performance as it falls within the ambit of Section 14(b) of the said Act which stipulates that performance of a contract that involves performance of a continuous duty which the Court cannot supervise, cannot be specifically enforced. He would submit that terms and 16 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc conditions in CP-1 contemplated under the ATL were not acts which could be simply enforced, however it envisaged a series of interrelated and sequential obligations, viz., (i) completion of construction and fitout works; (ii) procurement of necessary sanctions and building permissions; (iii) execution of structural and non-structural obligations; (iv) permission for installation of signages at various locations, which were dependent upon acts and decisions of multiple third parties, including regulatory authorities, municipal bodies and the co-operative housing society, over none of whom this Court could have exercised any effective supervision or control. 8.8. He would submit that appointment of a Court Receiver would not cure the issue of continuous supervision contemplated under Section 14(b) of the said Act as it would entail Court Receiver engaging in ongoing negotiations and dealing with multiple third-party authorities independent of the jurisdiction of this Court which would be infructuous at this stage. He would submit that this would inevitably draw this Court's attention into a protracted exercise of supervision which is precisely the situation above provision is designed to prevent. He would submit that it is well-settled law that courts of equity decline to grant specific performance where execution of the decree would require the court to supervise series of acts over an extended period of time. Therefore, he would submit that appointment of Court Receiver would be disproportionate and mere abuse of the 17 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc process as there is no threat of waste, damage, alienation or dissipation of property that could justify such appointment. 8.9. He would submit that by virtue of Section 14(b) the ATL is incapable of specific performance and therefore grant of injunction to prevent breach of a contract that cannot be specifically enforced is barred under Section 41(e) of the said Act. Moreover, the ATL is a determinable contract according to Section 14(d) of the said Act. 8.10. He would submit that Plaintiff has failed to make out case under Order XXXIX Rules 1 and 2 of CPC so as to satisfy any of the settled parameters for grant of interim relief, viz., (I) prima facie case;
(ii) balance of convenience in its favour; and (iii) likelihood of irreparable injury. He would submit that balance of convenience is rather in favour of Defendant No.1 in the present case because Plaintiff was never in possession of the Leased Premises and did not invest any capital expenditure in the same. In contrast, he would submit that Defendant No.1 invested approximately Rs.3,00,00,000/- (Rupees Three Crores Only) towards fulfillment of the CP-1 requirement. He would submit that Defendant No.2 has entered into a binding registered Lease Deed is entitled to therefore take possession and commence its business operations.
8.11. He would submit that despite absence of any subsisting contractual right in favour of Plaintiff, its loss, if any, would be purely 18 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc commercial and financial which would be fully quantifiable whereas injunction would place restraint on proprietary rights of Defendant No.1 and contractual rights of Defendant No.2 causing significant and irreparable prejudice to both of them.
8.12. He would submit that in present dispute since it seeks recovery of possession of the premises, it falls within the local limits of exclusive jurisdiction of the Small Causes Court, Mumbai as per Section 41 of the Presidency Small Cause Courts Act, 1882 and not within the jurisdiction of this Court and hence on this ground application is liable to be dismissed. On the basis of the above submissions he would persuade the Court to reject interim relief to Plaintiff.
9. Mr. Joshi, learned Senior Advocate for Defendant No.2 would submit that Defendant No.2 being a bonafide party to the lease with Defendant No.1 cannot be deprived of its right, title and interest subsisting under the registered Lease Deed dated 04.03.2026. He would submit that Plaintiff did not opt to register the captioned proceedings as a lis pendens under Section 52 of the Transfer of Property Act, 1882 read with Section 18(ee) of the Registration Act, 1908 which enables registration of notices for pending suits providing constructive notice to potential buyers. He would submit that Plaintiff failed to register the ATL possibly owing to stamp duty considerations 19 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc and also to impute any prior notice whether actual or constructive on part of Defendant No.2. He would submit that Plaintiff cannot seek relief of specific performance against Defendant No.2 who had no knowledge of the alleged prior ATL, also Plaintiff nowhere in its Plaint has pleaded that Defendant No.2 had prior knowledge of the ATL. In support of this proposition, he has referred to and relied upon the decision of the Madras High Court in the case of P Retnaswamy Vs. A Raja & Anr.5 9.1. He would submit that any interim or ad-interim relief as against Defendant No.2 would seriously and irreversibly impair its contractual rights under the registered Lease Deed dated 04.03.2026 because Defendant No.2 has paid stamp duty amount of Rs.94,10,000/- together with registration charges of Rs.30,000/-, initial security deposit amount of Rs.85,00,000/- with balance security deposit amount of Rs.2,97,50,000/- which was due to be paid within 10 days from the date of registration of the Lease Deed. 9.2. He would submit that according to the "priority principle"
laid down under Section 50 the Registration Act, 1908, registered documents take precedence over unregistered documents when both relate to the same property. Therefore, he would submit that registered Lease Deed dated 04.03.2026 prevails over the ATL dated 17.09.2025. He would submit that an Agreement to Lease must be 5 2001-3-L.W.603 20 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc distinguished in fact and in law from an executed and registered Lease Deed which has been explained in the decision of the Supreme Court in the case of Ramnath Agrawal & Ors. Vs. Food Corporation of India & Ors6.
9.3. He would submit that Plaintiff has failed to make out any prima facie case against Defendant No.2 for grant of relief because there is absence of pleading or prior notice proving awareness of prior agreement which is a foundational requirement under Section 19(b) of the said Act and hence no relief can be claimed by Plaintiff against Defendant No.2. He would submit that settled tests for grant of relief are also not satisfied by Plaintiff. To conclude his argument, he would submit that balance of convenience is decisively in favour of Defendant No.2 whose contractual and possessory rights would be prejudiced by any order of restraint causing irreparable injury to Defendant No.2.
9.4. He would submit that Plaintiff was admittedly never in possession of the leased premises and even if its claim is sustainable at any point of time during trial, it is compensable in damages. He would submit that in the aforesaid circumstances Defendant No.2's peaceful possession and lawful enjoyment of the leased suit premises under registered Lease Deed dated 04.03.2026 be undisturbed and the Interim Applications be dismissed in limine. 6 (2020) 19 SCC 355 21 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc
10. I have heard Mr. Davar, learned Advocate for Plaintiff; Mr. Dwarkadas and Mr. Godbole, learned Senior Advocates for Defendant No.1 and Mr. Joshi, learned Senior Advocate for Defendant No.2 and with their able assistance perused the record of the case. Submissions made by the learned Senior Advocates and Advocate appearing for the respective parties have received due consideration of the Court.
11. The facts in the present case are in a narrow compass. Admittedly Plaintiff and Defendant No.1 executed Term Sheet dated 18.03.2025 and Agreement to Lease dated 17.09.2025 whereby Plaintiff decided to take on lease. Suit premises admeasuring 633 sq.m. (equivalent to 6814 sq.ft.) and 128 sq.m. (equivalent to 1378 sq.ft.) situated in the basement and ground floor of the subject building, collectively admeasuring appropriately 761 sq.m. (8192 sq. ft.) alongwith appurtenant area, 24 car parking spaces and rights to use the common area. It is seen that these suit premises form a part of the larger commercial area spread out over the Lower Ground, Ground and 1st Floor of the project totally admeasuring 1456.16 sq.m. (15,674 sq.ft.).
12. What is observed is that in view of the ATL between Plaintiff and Defendant No.1, the balance area admeasuring 695.16 sq.m. (equivalent to 7482 sq.ft.) on the Ground and 1st Floor remained vacant and status of this area has led to the present lis between the 22 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc parties. It appears that after execution of the Term Sheet and ATL and during fructification of 14 out of the 16 conditions contained in CP-1, Defendant No.1 proposed alteration of terms and conditions of ATL by insisting that Plaintiff should in addition to the Suit premises, also take on lease the balance area. This is Plaintiff's case before the Court and it is also not denied by Defendant No.1. According to Plaintiff, it declined the proposal of Defendant No.1 and instead insisted upon execution of Lease Deed in terms of the ATL for the suit premises only.
13. According to Plaintiff, Defendant No.1 therefore wrongfully 'determined' the ATL in a pre-mediated and malafide manner, falsely alleging frustration of contract on the ground of the ATL becoming 'incapable of performance' and subsequently informing Plaintiff that ATL had been 'commercially impracticable'. It is seen that on the date when Plaintiff obtained ex-parte interim injunction i.e. on 04.03.2026 on the same date, Defendant Nos.1 and 2 entered into a Lease Deed for the entire larger premises admeasuring 1456.16 sq.m..
14. Grievance of Plaintiff is that by virtue of the Term Sheet of ATL dated 17.09.2025 and ATL not been a determinable Agreement, plea of fructification of the ATL is untenable in law and the conduct of Defendant No.1 is prima facie malafide. On the other hand, contention of Defendant No.1 is that the ATL was an unregistered document which became 'incapable of performance' due to two specific 23 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc conditions contained in CP-1 being 'incapable of performance' and execution of the registered Lease Deed in respect of the entire premises in favour of Defendant No.2 being a registered document will take precedent over any substantive right of Plaintiff and the highest Plaintiff would be entitled to is damages and compensation in terms of money. Even though ATL maybe be unregistered agreement it is crucial to note that it has been fully acted upon by parties.
15. The facts in the present case are with respect to rights of the parties as stated in the ATL which governed their actions. Defendant No.2 has no nexus / privity with Plaintiff qua the suit premises. Hence, it would be convenient to look into the specific clauses of the ATL to understand the substantive right of parties and the facts and circumstances which trasnpired leading to determination of ATL. Copy of the ATL is appended below Exhibit 'C' at page No.168 in the Suit plaint. Both Plaintiff and Defendant No.1 have heavily relied upon various terms and conditions and clauses of ATL in support of their respective submissions.
16. Plaintiff, Defendant No.1 and Defendant No.2, all three parties in their own right are leading companies in their own right. There is elaborate material and pleadings placed on record by all 3 companies which in my opinion need not be gone into for the present adjudication. The fundamental facts, inter alia, leading to execution of 24 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc the Term Sheet and ATL between Plaintiff and Defendant No.1 are not in dispute. Infact on reading the entire paper, I am of the opinion that until 19.02.2026, there was nothing on the horizon for determination of the ATL, and for the first time on 19.02.2026, Defendant No.1 made know its intention of determining the ATL not on the basis of reasons stated in the Termination Letter dated 20.02.2026 but on the Minuites of Meeting held on 19.02.2026 itself. Similarly, the registered Lease agreement dated 04.03.2026 executed between Defendant No.1 and Defendant No.2 on the other hand is also not in dispute. Repercussions of termination of ATL by Defendant No.1 and immediate execution and registration of the lease deed between Defendant No.1 and Defendant No.2 on 04.03.2026 (by giving Letter of Intent on 27.02.2026) has its genesis in the conduct of Defendant No.1.
17. Record shows that since January 2025 Plaintiff evincing interest in taking over the suit premises on lease admeasuring 761 sq.m. (8192 sq.ft.) distributed between ground floor (128 sq.m.) and lower ground floor (633 sq.m.). his stance of Plaintiff is consistent throughout. According to Plaintiff it took a strategic business decision to develop one commercial store in Defendant No.1's project known as Godrej RKS in Chembur area since it was Plaintiff's requirement was to develop a store of about 8000 sq.ft. which suited its plans and investments. For this Plaintiff decided to shut down its two other flagship stores in Mumbai situated at Bandra and Worli and 25 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc commission a new store from the suit premises in Chembur area considering the area's location and enormous potential and it being a prime catchment area for Plaintiff's business.
18. Plaintiff therefore executed Term Sheet dated 18.03.2025 followed by ATL dated 17.09.2025 and decided to take the suit property on lease i.e. property situated on the ground and lower ground floor to the extent of 761 sq.m. (8192 sq.ft.) out of the total developed commercial area (15843 sq.ft.). The aforesaid two documents executed between parties are replete with humongous correspondence prior and later to their execution over a period fo 14 months which are all placed on record. Fundamental terms of the aforementioned ATL being Defendant No.1 receiving Rs.21 lakh as monthly lease rent for lease of suit premises along with 24 reserved car parking slots. Tenure agreed between parties was for 10 years with escalation clause.
19. It is seen that, Defendant No.1 on 20.02.2026 terminated ATL dated 17.09.2025 on the ground that 2 out of the 16 CP - 1 conditions became incapable of performance and the ATL was therefore frustrated. Defendant No.1 pleaded that unfulfilled condition No.1 pertained to non recept pf Municipal approval under Section 342 of MMC Act which could not be obtained due to return of file by the Municipal Officer whereas unfulfilled condition No.2 pertained to no 26 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc permission received from the Co - operative Housing Society for installation of signages which it refused to grant to the parties. Copy of Termination Letter is appended at page No. 917 of the Suit Plaint. Paragraph Nos. 1 to 5 thereof are relevant and reproduced below for immediate reference.
"1. We refer to the Agreement to Lease dated 17 September 2025 executed between Godrej Projects Development Limited (therein "Lessor") and Decathlon Sports India Private Limited (therein "Lessee") in respect of the Leased Premises referred above, situated at Godrej RKS, Mumbai ("Agreement").
2. Clause 3 of the Agreement contemplates the fulfilment of the Conditions Precedent within the stipulated agreed timelines, including Condition Precedent - 1, as more particularly set out in Annexure D of the Agreement. It was further mutually agreed between the Parties that upon completion of Condition Precedent - 1, the Parties shall proceed to execute the final Lease Deed. Accordingly, fulfilment of all the Conditions Precedent- 1 within the stipulated timelines constitutes a mandatory precondition for execution of the final Lease Deed.
3. Despite our bona fide efforts and due diligence, we regret to inform you that we are unable to fulfil certain crucial Conditions Precedent - 1, namely: provision of revised sanction plans with fire NOC & development permission/commencement certificate (clause
ii) and provision of signage spaces ( clause X). as their fulfilment is presently impeded due to certain practical and regulatory constraints that are beyond our reasonable control and as a natural corollary, the Agreement stands frustrated.
4. Thus, in order to place on record the factual and practical constraints faced by us in complying with the said Conditions Precedent - 1, and after careful consideration of the circumstances, we regret to inform you that we are constrained to determine the Agreement at this stage, as the same has become incapable of being performed. Accordingly, we hereby notify you that we shall not be proceeding further with the execution of the Final Lease Deed.
5. In view thereof, we hereby intimate our decision to determine the Agreement with immediate effect."
20. From paragraph No.3 Defendant No.1's case as pleaded and argued is that it has acted bonafide and with due diligence but fulfillment of the two conditions was beyond its control since it had no 27 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc authority to compel the Municipal Authority to approve revised drawings with all revisions under Section 342 of MMC Act or compel the Co - operative Housing Society to grant permissions to put up signages as required by Plaintiff. These are the only two grounds on which Defendant No.1 terminated the ATL on 20.02.2026. However juxtaposed with the above happening of above events between Plaintiff and Defendant No.1, it is seen that Defendant No.1 immediately thereafter on 23.02.2026 filed a Suit under Sections 34, 37 and 38 of the Specific Relief Act against Plaintiff to restrain Plaintiff from invoking the bank guarantee which was to otherwise expire on 24.02.2026.
21. On 23.02.2026, Defendant No.1 obtained injunction from invoking the bank guarantee. Thereafter on 27.02.2026 i.e. within 7 days of termination of ATL, Defendant No.1 issued Letter of Intent to Defendant No.2. agreeing to enter into lease for the entire commercially developed area (1471.86 sq.m. ~ 15843 sq.ft.) in the same project at RKS Chembur (which included the area under the ATL). This letter of intent was fructified into a lease document which was executed and registered on 04.03.2026 between Defendant No.1 and Defendant No.2. It is seen that the tenure agreed between Defendant No.1 and Defendant No.2 in it was for 21 years at the rate of Rs.42.5 lakhs lease rent per month with 39 reserved car parking slots. This area admittedly included the suit premises admeasuring 761 28 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc square meters being part thereof. Present suit was filed on 04.03.2026 and this Court was moved for urgent ad interim relief when on that date the following order was passed:-
"1. Not on Board. Mentioned by way of filing praecipe dated 04.03.2026. Perused the praecipe.
2. Heard Mr. Daver, learned Advocate for Plaintiff. He mentions exigency due to which ad-interim relief is pressed by him.
3. At the outset, Mr. Daver seeks leave to amend and correct factual error in paragraph No.67 of the suit plaint. Necessary amendment is permitted to be carried out within a period of one week from today. Reverification stands dispensed with.
4. Plaintiff executed Agreement to Lease (for short 'ALT') dated 17.09.2025 which had all necessary clauses in place. According to Mr. Daver, one of the key clause namely clause No.2 required Defendant to obtain fire No-Objection Certificate and Commencement Certificate for the subject premises. Amount of Rs. 42,00,000/- was received by Defendant from Plaintiff as deposit towards performance of the aforesaid condition.
5. He would submit that on 17.01.2026, fire No-Objection Certificate was received but it was not informed to Plaintiff. Plaintiff did suspect that there would be an attempt to resile from the ALT. On the following day Defendant addressed letter to Plaintiff stating that they wanted to negotiate better commercial terms. Since the ALT was executed Plaintiffs had undertaken certain steps. However the entire scheme and plan of Plaintiff got stalled.
6. On 20.02.2026 read with further letter dated 23.02.2026 Defendant resiled and determined the ALT. Mr. Daver informs the Court that the second pre-condition regarding issuance of Commencement Certificate is almost fructified. He would also submit that Defendant had addressed a letter to Plaintiff that all terms of the ALT were accepted by them and therefore the conduct of Defendant to resile from the ALT Contract is illegal and incorrect.
7. In that view of the matter he would submit that this Court be pleased to grant ex parte ad-interim injunction restraining Defendant from creating third party right or parting with possession of subject premises and accordingly after hearing both the parties pass appropriate reliefs.
8. Prima facie after going through record of the case and the aforementioned correspondence an arguable case has been made by Mr. Daver for grant of ad-interim relief which is in terms of prayer clause 61(b) of the Interim Application which reads thus:-
"(b) Ex-parte ad-interim injunction during the pendency of the present application thereby restraining the defendant and/or its men, agents representatives, assigns and/or 29 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc persons claiming under them from transferring, selling, alienating, encumbering, disposing of and/or otherwise creating third party rights over and in respect of the Leased Premises described in Schedule C appended herewith."
9. Hence, issue notice to Defendant.
10. Humdast permitted. In addition to Court's notice, Plaintiff /Applicant is directed to serve the Defendant a copy of this order, Suit and Interim Application and inform about the next date of hearing by any permissible mode of service and file appropriate affidavit of service with tangible proof thereof.
11. Affidavit-in-Reply is directed to be filed within a period of two weeks from today and apprise the Court accordingly.
12. Liberty to apply.
13. Stand over to 25th March 2026.
14. Praecipe is disposed."
22. However before the order could be conveyed to the Defendants by that time on 04.03.2026 itself, lease deed was executed and registered between Defendant No.1 and Defendant No.2. It is today vehemently argued by Mr. Joshi learned Senior Advocate that Defendant No.2 is a bonafide lessee without notice and due to its registered lease deed with Defendant No.1, indivisible rights have been vested in Defendant No.1 qua the leased property which includes the Suit property and substantive right of Defendant No.2 would far outweigh any right of the Plaintiff under the ATL (which is an unregistered document). The Defendant No.1 has supported the aforesaid submission of Defendant No.2. However in the facts and circumstances of the present case which are delineated hereunder I am unable to accept the submissions made by Mr. Joshi on behalf of Defendant No.2 and for the matter of Mr. Dwarkadas, learned Senior 30 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc Advocate for Defendant No.1 for more than one reasons.
23. The limited case of Defendant No.1 is that the two aforesaid conditions, inter alia, pertaining to receipt of revised NOC from the Chief Fire Officer and Co - operative Housing Society's permission for putting up signages were not received due to which on 20.02.2026 ATL was terminated due to frustration of contract. Incidentally not a word about this was discussed in the Meeting held between the said parties on the previous day i.e. 19.01.2026.
24. Conduct and intention of Defendant No.1 is clearly spelt out, rather revealed on the basis of the stand it adopted in the meeting held with Plaintiff on 19.02.2026. Minutes of the meeting between the parties held on 19.02.2026 at Godrej One premises, Vikroli are appended on page No. 671 of Suit plaint. For the sake of reference and convenience they are reproduced below:-
" 1. Signage Annexure (Boundary Wall Signage) Godrej informed that they will not be able to honour one of the critical points (CP) under the Signage Annexure agreed and signed in the ATL, specifically relating to Boundary Wall Signage.
The constraint arises due to resistance from the housing society.
Godrej expressed concerns regarding potential tenure-related challenges.
They categorically stated they cannot assume the risk of any rent withholding linked to this issue.
2. Broader Leasing Strategy - "As Is" Basis Godrej communicated that they have taken an internal decision to lease the entire premises to a single party strictly on an "as is" basis.31 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc No technical or legal modifications to current condition of the premises would be undertaken.
They will not be able to manage multiple
leases in the same premises with the society.
3. Agreement Status
Godrej stated that the agreement in its present form is not acceptable to them.
The above two issues must be addressed before any further progress can be made.
4. Formal Communication Requested Godrej has been requested to formally communicate their position via email, clearly, outlining the revised acceptable conditions, to enable DSI to evaluate internal next steps.
5. Bank guarantee Decathlon requested to renew the Bank Guarantee for a period of atleast 60 days."
25. From the above it is clearly gathered that in so far as the first unfulfilled condition under CP-1 is concerned, it was never even discussed between the parties on 19.02.2026 and rightly so since the said condition stood already fulfilled in January 2026 itself. So far as the second condition is concerned the only bone of contention for which objection was raised related to the Boundary signage hoarding and nothing else. Infact, Defendant No. 1 was very categorical about its stand and decision which is reflected in the above minutes of the meeting and infact it was looking for a ruse to deceptively walk out of the ATL.
26. I say this because on reading the minutes of the meeting which are not denied by Defendant No. 1, the acts of Defendant No.1 and its fraudulent intention to walk out of the ATL stands fully exposed and proved prima facie on the face of record. The real bone of 32 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc contention for ATL to be terminated was not the nonfulfillment of the two CP-1 conditions but the decision of Defendant No.1 to lease the entire commercial premises to a single party on "as is" basis. Thus this was a Commercial decision taken by Defendant No.1 to suit its purpose and reason given by Defendant No. 1 in that meeting was that they will not be able to manage multiple leases in the same premises with the Society proves this point.
27. What is crucial is that Defendant No.1 refused to accept the ATL and the proposed lease between Plaintiff and Defendant No.1 in its present form as it was in regard to 50% of the entire commercial property, but Plaintiff requested Defendant No.1 to formally communicate their position as it was never agreeable and maintained that stance since inception. From reading from the above minutes of the meeting between Plaintiff and Defendant No.1 it is therefore crystal clear that the reasons stated in the Termination Letter dated 20.02.2026 are totally incorrect or rather camouflaged by Defendant No.1 to walk out of the ATL and lease the entire commercial property to a single party only for obvious commercial consideration.
28. Though it is argued by Defendant No.2 that it did not have knowledge about the ATL, such pleading and stand by Defendant No.2 that is was unaware of the ATL or Plaintiff is prima facie unbelievable. Defendant No.2 has in connivance with Defendant No.1, attempted a 33 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc hostile take over of the entire commercial area in Defendant No.1's Chembur project as per Defendant No.2's requirement and which suited Defendant No.1's internal decision to lease the entire premises to one single party only. Further tenure and terms of Defendant No.2's lease document are prima facie beneficial to the Defendant No.1 on long term basis and the maneuver between Defendant No.1 and Defendant No.2 about issuing the Letter of Intent within 7 day of termination and executing and registering the lease deed with Defendant No.2 clearly was an action plan intended to deceive Plaintiff's right under the ATL.
29. What is significance is that Defendant No.1 has vehemently argued that it invested Rs. 3,00,00,000/- towards fulfillment of CP-1 conditions and its intention was therefore to now lease the entire property on "as is" basis to a single party only. This case is true but then Defendant No.1 wants to forgo the said expenses in favour of Defendant No.2 terminating the ATL.
30. Further Defendant No.1 has not filed any counter claim against Plaintiff for its investment Rs.3,00,00,000/- towards fulfillment of CP-1 conditions. Infact, it will be seen from what is held herein below, CP-1 conditions were never a bone of contention. Infact, all CP- 1 conditions are duly satisfied, though issue of signage is argued vehemently by Defendant No.1 however the said condition is a 34 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc complete non-starter and nothing but a disguise and a smokescreen created by Defendant No.1 to walk out of the ATL only for a more lucrative deal with Defendant No.2. The conduct of Defendant No.1 and equally that of Defendant No.2 in my prima facie opinion, in aforesaid facts clearly reeks of deceit and unworthy of trust and belief with fraudulent behavior of Defendant No.1 determining the ATL by Termination Letter dated 20.02.2026.
31. Defendant No.1 has relied upon return of proposal submitted to BMC as the principle ground for termination. This return of file / proposal on 30.01.2026 is on the basis of a screenshot from the website of BMC, copy of which is appended at Exhibit 'G' - page No. 281 of Defendant No.1's Affidavit-in-Reply dated 11.03.2026. However if the same is read, it is revealed that there are no such remarks of return of proposal or rejection of proposal whatsoever stated in the alleged screenshot pertaining to return of file and or rejection of permission under Section 342 of MMC Act as alleged by Defendant No.1. All that it merely states as "please attach corrected drawing" and nothing more. Significantly between 30.01.2026 and 20.02.2026 Defendant No.1 maintained a stoic silence on its argument on return of file or rejection of permission under Section 342 of MMC Act and the same also does not find reflected in the Minutes of Order dated 17.02.2026.
35 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc
32. What is crucial is Defendant No.1's Architect namely Mr. Harsh D. Gangar of M/s. Harsh Gangar & Associates and Structural Engineer - Mr. Sanjay Gambhir were appointed by separate appointment letters both dated 03.10.2025 by Defendant No.1, copies of which are appended at Page Nos. 182 and 184 of Defendant No.1's Affidavit-in-Reply. It is seen that on 03.10.2025 itself Defendant No. 1's Architect applied to the Corporation for provisional NOC which was granted on 11.10.2025, copies of which are appended at Page Nos. 173 and 179 of its Affidavit-in-Reply.
33. The correspondence relied upon by Defendant No.1 placed at Page Nos. 173 to 307 between Plaintiff and Defendant No.1 when seen and read, prima facie, reveal that right since 03.10.2025 there has been extensive correspondence between these parties regarding submission of plans under Section 342 of MMC Act for the proposed work undertaken for amalgamation, addition, alteration, direction, etc. of the Suit property along with all necessary detailed drawings / plans submitted from time to time along with scrutiny fee, fire service fee and all compliances by Defendant No.1's Architect and Structural Engineer. Plaintiff has entered into separate Agreements with Lewis & Hickey India Pvt. Ltd. dated 03.04.2025, Turnkey contract with AAKAR for interior / turnkey works, signage Agreement dated 20.06.2025 to execute the terms of Term Sheet and ATL. 36 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc
34. It is seen that notably Compliance Report dated 16.01.2026 has been given by Defendant No.1's Architect about Completion Certificate of the works in the Suit property, copy of which is appended at Page No. 253 of Defendant No.1's Affidavit-in-Reply. It is further seen that the Deputy Chief Fire Officer, the Deputy Fire Officer and the Assistant Deputy Fire Officer have jointly issued the Final Fire Safety Approval for the aforesaid works as per inspection carried out by the Inspecting Officer with a specific remark that further additions, alterations, amalgamations, amendments shall be approved by the Licensed Surveyor before occupying the premises and starting trade activity. Copy of this Approval letter is appended at Exhibit 'F' - Page Nos. 257 to 261. This approval was given as far back on 17.01.2026 and 21.01.2026 which can be seen from the date of the digital signatures appended thereon. Certain excerpts of the above Final Fire Safety Approval which are relevant to adjudicate the present case are reproduced below for reference:-
"BRIHANMUMBAI MUNICIPAL CORPORATION MUMBAI FIRE BRIGADE Office of Dy. Chief Fire Officer (R-V), Mankhurd Regional Command Centre, Mankhurd Fire Station, Ghatkopar Mankhurd Link Road, Opp. Sathe Nagar, Mankhurd, Mumbai -400 043.
-----------------------------------------------------------------------------------------------
Sub: Final Fire Safety approval from the fire safety installations point of view for amalgamations, addition/ alteration and erection of wooden/glass/siporex/gypsum partition in proposed Shop (earlier retail unit no. 2) on Ground floor and Shop No. 1 to Shop no. 4 at 1 Basement in Wing A of the existing Commercial cum residential building known as Godrej RKS on plot bearing C.T.S. Nos. 673/A, 673/C, 783/A/1, 783/A/3 and Old C.T.S. Nos. 673, 673/1 to 37 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc 673/20, 783 (pt) of Village Borla at Chembur, Mumbai.
Ref: i) Online proposal submission by Architect, Mr. Harsh Deepak Gangar of M/s. Harsh Gangar & Associates, under file No. P-28028/2025/(673 And Other)/M/W Ward/BORLA-M/W-CFO/1/New.
ii) Earlier MFB NOC: -
a) P-28028 / 2025 / (673 And Other)/M/W Ward/BORLA-M/WCFO/1/New. Dt.14/10/2025
b) P-28028/2025/(673 And Other)/M/W Ward/BORLA-M/W-CFO/1/New. Dated, 26/12/2025
iii) Joint Inspection Date: - 13.01.2026 M/S. GODREJ PROJECTS DEVELOPMENT LTD., The premises under reference is proposed shop (earlier retail unit no.2) on ground floor and Shop No. 1 to Shop no. 4 at 1st basement of Wing A of the existing commercial cum residential building known as Godrej RKS, comprising of 03 Wings, i.e., Wing 'A', 'B' & 'C'. Wing 'A' is having 03 level basements + Common Ground floor + 1 part for Commercial use & Extended portion used as Additional R. G. + 2nd to 14th upper residential floors, with a total height of 49.95 mtrs. from the general ground level up to the terrace level. Wing 'B' is having 03 level basements (Common for Wings 'A' to 'C') + Ground floor + 1st floor for Amenities & Extended portion used as R. G. + 2nd to 14th upper residential floors, with a total height of 49.45 mtrs. from the general ground level up to the terrace level. Wing 'C' is having 03 level basements (Common for Wings 'A' to 'C') + Ground floor + 1st to 14th upper residential floors, with a total height of 49.45 mtrs. from the general ground level up to the terrace level.
Final NOC for Part Occupation certificate issued by this department under No. P-2314/2019/(673 And Other)/M/W Ward/BORLA-M/W- CFO/1/New, dated 10.03.2022, to occupy & use of Part Basement 1+ Part Ground Floor + Part 1st Floor of TAR High-Rise Commercial-cum- Residential Building.
Further, the party had obtained Part O.C. from E.E. (B.P.) E.S. vide No. P-2314/2019/ (673 And Other)/M/W Ward/BORLA-M/W/OCC/1/New of 16 March 2022 for a commercial cum residential building comprising of 1 Part Basement + Part Ground floor Part 1st floor of Wing A. In this case, please refer to the Provisional fire safety approval issued by this department u/r. no. P-28028/2025/(673 And Other)/M/W Ward/BORLA-M/WCFO/ 1/New. Dt. 14/10/2025 for the proposed amalgamations, addition/alteration and erection of wooden/glass/siporex/gypsum partition in Retail Unit No. 2 on the ground floor and Shop No. 1 to 04 on 1st Basement in Wing A of the existing Commercial cum residential building known as Godrej RKS.
In this case approval letter from EEBP (E.S.) u/r.no. P-28028 / 2025 /(673 And Other)/M/W Ward/BORLA-M/W/342/1/New. Dt. 06/11/2025 for the proposed amalgamations, addition/alteration and erection wooden/glass/siporex/ gypsum partition in Retail Unit No. 2 on 38 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc the ground floor and Shop No. 1 to 04 on 1 Basement in Wing A of the existing Commercial cum residential building at the above-mentioned address.
In this case, please refer to the Provisional fire safety approval issued by this department u/r. no. P-28028/2025/ (673 And Other)/M/W Ward/BORLA-M/W-CFO/1/New. Dated, 26/12/2025 for the proposed amalgamations, addition/alteration and erection of wooden/glass/siporex/gypsum partition in proposed Shop (earlier retail unit no. 2) on the ground floor and Shop No. 1 to Shop no. 4 at 1 Basement in Wing A of the existing Commercial cum residential building known as Godrej RKS.
Now, the Licensed Surveyor has informed that the proposed addition/alteration and erection wooden of amalgamations, /glass/siporex/gypsum partition in proposed Shop (earlier retail unit no.
2) on Ground floor and Shop No. 1 to Shop no. 4 at 1 Basement in Wing A of the existing Commercial cum residential building known as Godrej RKS., is completed and complied with all the stipulated fire safety measures as referred above & requested to issue for final fire safety approval of the fire safety measures for the same.
On receipt of the Licensed Surveyor application, a senior officer of this department visited the said premises to verify & ensure the completion of fire safety measures stipulated by this department vide above-referred Fire Safety Requirements Letter, where it was observed that the party has complied with the fire protection & firefighting requirements stipulated by this department vide above-referred Fire Safety Requirements Letter.
During the site inspection, the firefighting requirements such as an automatic sprinkler system, an automatic smoke detection system, a pre- action system, a manual call point, etc., were tested & found in good working order & the party has also provided fire extinguishers & signage as mentioned in the above - referred NOC.
The Architect uploaded the following documents:-
I. Area Certificate, the Architect, Mr. Harsh Deepak Gangar of M/s. Harsh Gangar & Associates has uploaded the gross built-up area certificate of 800.00 sq. mtrs. Dated 06.01.2026.
ii. Structure Stability certificate, dated 06.01.2026, from Mrs. Sanjay Banarasilal Gambhir, Consulting Structural Engineer of M/s. Sanjay Gambhir Structural Consultant bearing Reg. No. STR/G/95. iii. FORM-A dated 02.01.2026 from Gov. Licensed Agency M/s. Aim Fire Engineering bearing license No. MFS/LA/F-358/D-339 for the installation of the fixed firefighting system & Smoke detection system. iv. FORM-B dated 03.01.2026 from Gov. Licensed Agency M/s. Aim Fire Engineering Bearing License No. MFS/LA/F-358/D-339 for the maintenance in good working condition of the existing fixed firefighting installation of the building.
v. FORM-A certificate regarding FRD from the Gov. Licensed Agency M/s. MP SWASTIK DOORS LLP bearing license No. MFS/LA/RP-108 dated 39 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc 05.01.2026 viii. Electrical test certificate, dated 31.12.2025, from M/s. Jay Ambe Electricals, Mumbai, bearing License No. 22913 as registered with the Electrical Inspector of Industries, Energy & Labour Department of the Government of Maharashtra.
In view of the above, as far as this department is concerned, this Final Fire Safety Approval is issued from a fire safety installation point of view for the amalgamations, addition/alteration and erection of wooden /glass/siporex/gypsum partition in proposed Shop (earlier retail unit no. 2) on Ground floor and Shop No. 1 to Shop no. 4 at 1st Basement in Wing A of the existing Commercial cum residential building known as Godrej RKS.
The party had paid a scrutiny fee of Rs. 25,440/- vide Online Receipt No.6/10/2025/55093, dated 06.10.2025, on the total gross built- up area of 800.00 sq. mtrs. of the premises as certified by the Architect vide area certificate 03.10.2025.
The party has already paid the Fire Service Fee of Rs. 6,41,715/- vide C.F.C./SAP Receipt Nos. 1004002446 & Challan No. 750129, dated 10.06.2021, on the total gross built-up area of 42780.43 sq. mtrs. of the complete building at the time of the final fire safety approval for OC.
Now party had paid scrutiny fee of Rs. 25,440/- vide Online Receipt No. 9/12/2025/59221, dated 09/12/2025 on total gross built up area of 800.00 sq. mtrs. of the premises as certified by the Architect.
However, E.E.(B.P.) E.S. is requested to verify the total gross built- up area & share of total common services area of the said premises and inform this department if the same is found to be more for the purpose of levying additional Fire & Emergency Service Fee & Scrutiny fees, if required.
Now, the Architect has uploaded the undertaking on 500/- bond paper & stated that as per Government Notification No. FFS-2022/C.R.36/UD-14 dated 30.05.2023, TP-1821/C.R.103/2021/UD- 13, dated 02.08.2021, FPS-2012 /C.R.42/UD-20 dated 03.03.2024, Maharashtra Fire Prevention & Life Safety Measures (Amendment) Act, 2023 coming into effect from 31.05.2023, from the State Govt. of Maharashtra regarding revisions in Fire and Emergency Fee, and & as per letter u/no. MPS/51/2024 from Directorate of Maharashtra Fire Services "Hereby state that if necessary modification as proposed in the Rule 19 of Maharashtra Fire Prevention & Life Safety Measure Rules, 2009 is not carried out in the revised Fire Rules by Directorate, Maharashtra Fire Services then additional fee if any levied if necessary by Mumbai Fire Brigade will be paid as demanded by Mumbai Fire Brigade vide new circular / notification in future.
It shall be the responsibility of the Builder/ Developer/ Owner/Occupier, as the case may be, to observe all the fire safety measures stipulated by this department & maintain all the fire-fighting installations in good working order from the next day of the inspection. If any item or requirement is missing/not working from the next day of the inspection, this department or the inspecting officer will not be responsible for the same & accordingly, the completion certificate will not be issued. 40 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc The concerned Builder/Developer/Owner/Occupier, as the case may be, shall give an annual maintenance contract for fire-fighting equipment to the registered License Agency & submit the Form B every 06 months (In January & July), as per the Maharashtra Fire Prevention & Life Safety Measures Act. 2006. Strict Compliance with the stipulated fire safety measures is for minimizing the chance of occurrence/spread of Fire through active & passive measures. The consequential life & property loss due to fire, due to any non-compliance at any instance, the owner/user will be solely responsible.
E.E.B.P(E.S.) shall verified civil work, interior work and all other requirements stipulated in all NOCs issued by this department, pertaining to the Civil Engineering side including width of the abutting road/access road, internal access road, all shafts, ducts, voids, floor occupancy /floor wise user, common corridors, lift lobby and its ventilation, travel distance, doors, windows, height of the building, structural stability etc. and also any additions/alterations/amendments other than approved plans as well as gross built up area shall be verified before grant of any permission/approval. If any contradiction, the said completion certificate shall be referred back to this department for offering fresh remarks from a fire safety point of view.
However, further additions /alterations/amalgamations / amendments if any, during the construction work, the licensed surveyor/Architect shall get it approved from the concerned competent authority and Municipal Authority before occupying the premises also necessary permission / licences shall be obtained from concerned competent Municipal Authority before starting any trade activity u/s.394/390 of MMC Act in the any part of the building.
This Final Fire Safety Approval for amalgamations, addition /alteration and erection of wooden/glass/siporex/gypsum partition in proposed Shop (earlier retail unit no. 2) on Ground floor and Shop No. 1 to Shop no. 4 at 1" Basement in Wing A of the existing Commercial cum residential building known as Godrej RKS is issued as per inspection carried out by the inspecting officer from a fire safety point of view only, without prejudice to legal matters pending in the court of law, if any. Digitally signed by DATTATRAY MARUTI PATIL Date: 2025.01.17 09:11:54 A.D.F.O. (Inspecting Officer) MAHENDRA YESHWANT MITHBAONKAR D.F.O. (Primary Approval by) KRISHNAT RAMCHANDRA YADAV Digitally signed by Dy. Chief Fire Officer (Approved by) Copy to:
1. E.E.B.P (E.S.)
2. Mr. Harsh Deepak Gangar of M/s. Harsh Gangar & Associates 41 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
901.IAL.9084.2026 & IAL.7684.20263.doc
35. It is seen that for issuance of the above sanction and approval every statutory document that was required was submitted by Defendant No.1, copies of which are all appended to the reply which include Form A under section 3(3) and rule 4(1), Area Certificate, list of fire protection equipments installed and its quantities, list of fire alarm system equipments installed and its quantities, Form B under section 3(3) and rule 4(2), Certification for electrical work compliance, Manufacture Test Certificate of metal doors for Service Shaft, Electrical Shaft, UPS Room, Electrical room, etc. All these documents have been duly considered in detail for issuance of the Final Fire Safety Approval which is seen from the said approval appended at page no. 257. Therefore, the excuse pleaded by Defendant No.1 in the Termination Letter for frustration of ATL on this ground of rejection of permission by the Municipal Corporation is a completely false ground which is prima facie evident on the face of record. The alleged screenshot dated 30.01.2026 merely states the remark "please attach corrected drawing" and nothing more. It is intriguing and equally shocking that even though parties having entered into humongous and substantial correspondence before and pursuant to ATL and after having fructified all conditions, Defendant No.1 merely for greed and better and lucrative contract, reneged upon the ATL in this surreptitious manner.42 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:49 :::
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36. It is seen that authorized representative of Defendant No.1 -
Godrej - Ms. Shruthi Nayanar has filed the Affidavit-in-Reply and she has been actively involved in all correspondence upto the end of January 2026. The most shocking part is that if it was Defendant No.1's case that on 30.01.2026 the alleged screenshot amounted to rejection of permission by Municipal Corporation under Section 342 then not a single letter was addressed by Defendant No.1 to the Plaintiff informing about the same neither was it discussed or formed part of the Minutes of Meeting dated 19.01.2026.
37. On the contrary Ms. Shruthi Nayanar had addressed two specific letters dated 14.01.2026 and 16.01.2026 to the Executive Engineer and Assistant Engineer (M-ward) of BMC certifying and confirming completion of works as per the plans under the supervision of Defendant No.1's Architect Mr. Harsh D. Gangar in accordance with the permission sanctioned by the corporation and payment of all assessment charges as applicable under the said permission. These letters are appended at Page Nos. 283 and 284 of the Defendant No.1's Affidavit-in-Reply. These letters read as under:-
******* "Date: 14.01.2026 To, The Executive Engineer, M.C.G.M, L.B.S Marg, Vikhroli (West), Mumbai-400 083 Sub: Completion certificate for Amalgamations, Addition / alteration and erection of wooden/ glass/ siporex/ gypsum partition in proposed shop 43 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc (Earlier retail unit no.2) on Ground floor and Shop no. 1 t 4 at 1 s Basement in Wing A of the existing Commercial cum residential building known as Godrej RKS on plot bearing C.T.S. Nos. 673/A, 673/C, 783/A/3 and Old C.T.S Nos. 673, 673/1 to 673/20, 783 (pt.) of Village Borla at Chembur, Mumbai-400071.
Ref: File no.: -P-28028/2025(673 And Other)/M/W Ward/BORLA-M/W/342/1/New With reference to above refer subject, we hereby confirm that work as shown in the plans on Amalgamations, Addition / alteration and erection of wooden/ glass/ siporex/ gypsum partition in proposed ship (Earlier retail unit no.2) on Ground floor and Shop no. 1 to 4 at 1 st Basement in Wing A of the existing Commercial cum residential building known as Godrej RKS on plot bearing C.T.S. Nos. 673/A, 673/C, 783/A/3 and Old C.T.S Nos. 673, 673/1 to 673/20, 783 (pt.) of Village Borla at Chembur, Mumbai-400071, is completed on dt.25.12.2025 under the supervision of Architect Shri. Harsh D. Gangar of M/s. Harsh Gangar & Associates with accordance of the permission sanctioned no P- 28028/2025(673 And Other)/M/W Ward/BORLA-M/W/342/1/New Thanking You, Yours Faithfully, For, M/s. Godrej Projects Development Ltd.
Shruthi Nayanar (Authorized signatory)"
******* "Date: 16th Jan 2026 To, Assistant Engineer (M Ward), 2nd Floor, Building proposal, L.B.S Marg, Paper Mill Compound, Vikhroli (W), Mumbai.
Sub: Completion certificate for Amalgamations, Addition / alteration and erection of wooden/ glass/ siporex/ gypsum partition in proposed shop (Earlier retail unit no.2) on Ground floor and Shop no. 1 t 4 at 1 s Basement in Wing A of the existing Commercial cum residential building known as Godrej RKS on plot bearing C.T.S. Nos. 673/A, 673/C, 783/A/3 and Old C.T.S Nos. 673, 673/1 to 673/20, 783 (pt.) of Village Borla at Chembur, Mumbai-400071.
Ref: File no.: -P-28028/2025(673 And Other) /M/W Ward/BORLA-M/W/342/1/New Dear Sir, With reference to above subject matter, we have paid the necessary charges to assessment Dept. till March 2026 and we are enclosing the receipt for your reference.
This is for your information & record please.44 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc Thanking You, Yours Faithfully, Shruthi Nayanar For, Godrej Projects Development Ltd."
*******
38. Once, the aforesaid documents and documentary evidence are prima facie seen, it is clearly discernible that the case with which Defendant No.1 has approached this Court is dishonest and contrary to record. From the conduct of Defendant No.1 it is clearly discernible that Defendant No.1 has acted malafide and dishonestly to issue the termination letter dated 20.02.2026 solely driven by its greed for money since by that time it already had a suitor in the form of Defendant No.2 who was ready and willing to take over the entire commercial property in the said project which included the suit property for a tenure of 21 years and at the rate of 42.5 lakhs per month with 15% escalation every 3 years alongwith 39 car parking slots. Defendant No.1 and Plaintiff had agreed under the ATL to lease 761 sq.m. on the lower ground floor (633 sq.m.) and ground floor (128 sq.m.) along with 24 car parking slots for a period of 10 years on monthly lease rental for Rs. 21 lakhs as against the terms with Defendant No.2.
39. As against the above Defendant No.2 agreed to take over the entire commercial area admeasuring 1471.86 sq.m. which included the entire lower ground floor area (634.34 sq.m.), entire ground floor area 45 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc (388.43 sq.m.), entire first floor area (449.04 sq.m.) along with 39 car parking slots. From the above figures and from a commercial profitability point of view it is clearly derived that Defendant No.1 has acted in the most malafide manner in terminating the ATL on a completely innocuous ground of rejection of fire NOC which is in fact not the case when the aforesaid documentation is considered prima facie. The minutes of meeting dated 19.02.2026 discussed and alluded to hereinabove clearly exposes the hypocrisy and pretense of Defendant No.1's behavior and conduct in the present case. Thus since the edifice of Defendant No.1's case is based upon fraud and fraudulent conduct which is prima facie evidence in terminating the ATL, any further statutory Act in furtherance thereof cannot be countenanced.
40. It can be prima facie seen that Defendant No.1 not only defrauded Plaintiff after leading it on the golden path and executing the Term Sheet and ATL and fructifying the conditions, but once it got a better deal for the entire commercial premises for a much longer tenure, it has virtually thrown caution to the winds by terminating the ATL wrongfully and issuing the Letter of Intent to Defendant No.2 within 7 days and executing the Lease Deed within 15 days thereafter. Now whether, Defendant No.2 was kept in the dark about the ATL is something which I am not inclined to believe. The swiftness with which it has acted without any trace of the ATL or Plaintiff right in the 46 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc premises raises suspicion and doubt on the face of record especially when the minutes of meeting dated 19.01.2026 are read and seen.
41. In so far as the second ground regarding the Co-operative Housing Society not giving its permission to install signages is concerned, there are two documents which are appended at Page Nos. 899 and 912. One document is email dated 23.01.2026 is addressed by Shailesh Jaiswal on behalf of Plaintiff to Ms. Shriya Khanna on behalf of Defendant No.1 is appended at Page No.912 of Plaint and it reads thus:-
****** "Dear Shriya, As shared and represented by you at the signing of the Agreement to Lease regarding the formation of a society under the name of R.K.S. Co-operative Housing Society Limited ("Society"), we are re-seeking confirmation of the same understanding before signing of the Lease Deed.
Kindly acknowledge and confirm the following points as the understanding between GPDL and DSI at the time of signing of the Lease deed. (Kindly reply to each point, as required, for clarity)
1. As on date, the conveyance to the Society is still under process (ref.
Email dated 27 June 2025 in the same trail)and is yet to be completed, and there is no transfer of rights to the Society relating to DSI.
2. Once the conveyance to the Society is completed, will there be a need for an NOC from the Society with respect to our leased premises? If yes, what would be the timelines for obtaining and sharing the same?
3. Upon completion of the conveyance to the Society, the conveyance deed is to be shared with the Lessee for its records.
4. The Society shall not cause any disruption to the DSI technical team's and our vendor's operations at the time of fit-out, and the DSI team will only follow the fit-out rule book as shared by the GPDL team.
5. The GPDL team will be direct and sole point of contact for resolution in case of any disruption to the fit-out works and operations of the construction team at the time of fit-out by anyone acting on behalf of the Society.
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6. GPDL and DSI, under the provisions of the Lease deed, being the Lessor and the Lessee respectively, shall be responsible for their reciprocal obligations.
7. DPDL shall be the single point of contact for DSI during the Lease Term."
42. Reference is also drawn to email dated 07.11.2025 addressed by Ms. Shriya Khanna on behalf of Defendant No.1 to Mr. Kedar of Decathlon. The said email is appended at Page No. 303 of its Affidavit-in-Reply dated 11.03.2026 which reads thus:
Email dated 07.11.2025 "Dear Kedar, Good Afternoon! Please find attached the approved documents received for the retail area at Godrej RKS, namely:
1. Approval Letter and Plan issued under Section 342 of the MMC Act for the proposed amalgamations, additions, and alterations in the retail area; and
2. Provisional Fire Safety Approval (NOC) along with the approved layout plan from the Mumbai Fire Brigade.
These approvals comprehensively cover the retail unit at the ground floor and basement 1 of Wing A as per the submissions made by our architect, M/s Harsh Gangar & Associates.
With these key statutory approvals now in place, we request you to kindly share the draft Lease Deed at the earliest. This will allow us to review it internally and provide our comments, if any, before proceeding to execution. We would want to execute the Lease Deed before the 20th of this month.
Please not that most of the other requirements under the Conditions Precedent (as per Annexure of the agreement) will be completed in parallel, in coordination with Decathlon.
Look forward to receiving the draft document soon. Regards, Shriya Khanna Cluster Head*****"
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43. From the above it is prima facie seen that insofar as permission under Section 342 of MMC Act is concerned to the extent of the suit property it was Defendant No.1's own case that far back as in November 2025 the said permission was in place. Hence its stand on this ground is prima facie fraudulent and dishonest.
44. Insofar as the second objection relating to Co - operative Housing Society not giving permission for putting up of signages as contemplated by Annexure 'D' of the ATL is concerned there is one document which is placed on record dated 23.01.2026 addressed by Plaintiff to Defendant No.1. This letter reiterates the fact that there is a society in existence and conveyance to the said Society is yet to be completed. The Plaintiff has raised a question as to whether there will be a need for an NOC from the Society with respect to the leased premises reiterating the fact that Defendant No.1 will be the single point of contact for the Plaintiff during the term of the lease.
45. Though in the letter of termination Defendant No.1 has stated that provision of signage spaces (x) is impeded due to practical and regulatory constraints beyond its control, it nowhere states that the Society has refused permission for the putting up of signages on the main gate as argued by Mr. Dwarkadas. In any event, at the outset itself, Mr. Davar clarifies this position regarding the issue of boundary signage since Plaintiff was taking over only 50% of the commercial 49 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc premises and therefore undoubtedly availing only 4 shops on the ground floor, the boundary signage issue could be easily worked out between parties. He would rather submit that the alleged boundary signage issue is once again nothing but a ruse by Defendant No. 1 trying to walk out of the ATL which I am inclined to accept. In the above facts and circumstances I agree with Mr. Davar. The Society's letter is not produced by Defendant No.1 refusing permission. Defendant No.1 is the Developer who has helped in forming the Society. Society cannot refuse permission for display on or above the shops and premises leased by Plaintiff. Regarding boundary signage, if Society refuses, certainly Plaintiff would have to agree. This cannot be termed non - fulfillment of CP - 1 condition for terminating the ATL.
46. In the present case the Plaintiff has clearly demonstrated from the conduct and flow of events that termination of ATL by letter dated 20.02.2026 is nothing but a completely malafide act on the part of Defendant No.1 solely for the purpose of securing a better rather lucrative and profitable commercial deal in respect of the entire commercial area developed by the Defendant No.1 in the said project. In my opinion above prima facie grounds clearly stand out and are evident from the facts and circumstances in the present case to pointedly show the malafide conduct of Defendant No.1 in terminating the ATL solely for the purpose of securing a more commercially viable and profitable deal without adhering to the sanctity of contract namely 50 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc term sheet and ATL in the present facts.
47. The submissions made by Defendant No.1 that the ATL is a non-binding contract and in view of non-compliance of two conditions of CP-1, it stands frustrated is nothing but a ruse by Defendant No.1 to walk out of the contract unilaterally on the above pretext for a lucrative and better commercial deal offered by Defendant No.2 to Defendant No.1.
48. First and foremost the reasons given in the termination letter in paragraph no. 3 are as innocuous as possible on the face of record. In view of the aforementioned observations made by me qua both the reasons they do not justify premature termination of the ATL in the manner in which it is done by Defendant No.1. Admittedly from almost January 2025 upto 19.02.2026 substantial negotiations took place between Plaintiff and Defendant No.1 which is evident from the execution of Term Sheet dated 18.03.2025 and the ATL dated 17.09.2025 in addition to humongous correspondence between the parties.
49. Insofar as the issue of fire NOC is concerned Architect Harsh D. Gangar representing Defendant No.1 was at the forefront and instrumental in carrying out all changes as per the sanctioned plan in terms of Plaintiff's requirements leading to issuance of the NOC allured to hereinabove. Insofar as the putting up of signages is concerned non- 51 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc fulfillment of that condition is nothing but a ploy employed by Defendant No.1 to frustrate the ATL when the actual issue pertained to the boundary signage only and Society not having issued any refusal whatsoever. Defendant No.1 is the developer of the project and in the course of submissions Mr. Davar has clarified about the issue of signages and more specifically the signage that was to be put up on the main gate (boundary signage) and the fact that it should not be an impediment for the Plaintiff to accept, since it was only taking 50% of the commercial property on lease.
50. In this background what is critical is that Defendant No.1 has got a much lucrative deal with Defendant No.2 for the entire commercial area and in order to fructify the same Defendant No.1 has terminated the ATL after making its intention clear in the meeting held on 19.02.2026 with Plaintiff. It is crystal clear that ATL was in respect of 50% of the commercial premises comprising of entire lower ground area and 1/3rd portion of the ground area along with 24 reserved car parking spaces for a period of 10 years. Whereas on the other hand Defendant No.2 has offered to take the entire lower ground, the entire ground floor area and the entire first floor area as a one stock deal for 21 years but alongwith 39 reserved car parking slots.
51. The aforesaid transaction with Defendant No.2 is, on the face of record, commercially viable and profitable to Defendant No.1 52 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc since, it saves the trouble for Defendant No.1 to look for another potential incumbent lessee/licensee to occupy 50% of the commercial area in future an issue with which it stood troubled, which can be gathered from the minutes of the meeting held on 19.02.2026.
52. The Defendant No.1 wants the Court to believe that the ATL was indeed frustrated on the alleged aforementioned twin grounds but that is prima facie unbelievable because of the nexus with Defendant No.2. It is seen that Defendant No.1 issued a Letter of Intent dated 27.02.2026 on the terms agreed between them within seven days of the issuance of termination letter to Plaintiff. Thereafter immediately on 04.03.2026 i.e. within next eight days Defendant Nos. 1 and 2 executed the Lease Deed as per the Letter of Intent. Though it is vehemently argued by Defendant No.2 that it is a bonafide purchaser for value without notice of the previous relationship between Plaintiff and Defendant No.1, for all the above reasons I am not willing to accept or believe the same.
53. Though Defendant No.2 pleads that there is no specific averment in the Suit plaint that Defendant No.2 had no prior knowledge of Plaintiff's ATL, the said submission cannot be accepted by the Court in view of the fraudulent conduct of Defendant No.1 and as a consequence thereof Defendant No.2 directly benefiting from the same. Fraud vitiates all future transactions. This is primarily because 53 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc the Letter of Intent dated 27.02.2026 cannot be believed to have been issued to Defendant No.2 without its knowledge about the ATL between Plaintiff and Defendant No.1. Defendant No.2 is pretending to be innocent, but that is not the case to be believed in the above facts.
54. I say this because the substantial changes carried out in the suit property as per the sanctioned plan approved by the Corporation for the changes suggested by Plaintiff for which Defendant No.1 has incurred expenditure of Rs. 3 crores prima facie subsisting and in existence on the suit premises could not have escaped the notice of Defendant No.2. The Defendant No.2 is pleading ignorance of nexus between Plaintiff and Defendant No.2 but in conduct it is also equal to that of the Defendant No.1 who has terminated the ATL and immediately within seven days issued a Letter of Intent to Defendant No.2 for the entire commercial property.
55. That apart conduct of Defendant No.2 in completing due diligence speaks volumes about its conduct. The timeline and manner in which Defendant Nos. 1 and 2 have acted in cohort and executed the Letter of Intent and registered the Lease Deed clearly establishes their dubious conduct which no prudent, reasonable person would act in such a manner ever, and in the circumstances especially when consequences of the earlier ATL could be well within its knowledge. 54 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc Thus, there are two prima facie findings which are rendered herein by me. Firstly, termination of ATL on both grounds was not in accordance with the clauses of the ATL especially and or the CP - 1 conditions, when the detailed correspondence between parties is observed by the Court which includes the Fire NOC and sanctioned plan approved by Corporation and which does not include the rejection letter by Society.
56. Secondly, conduct of Defendant Nos. 1 and 2 on the face of record is nothing less than dubious whereby solely driven by greed for money and better terms and conditions which give a much higher return over a much larger period of time, Defendant No.1 has thrown caution to the winds and terminated the ATL on innocuous, untenable and illegal grounds only to enter into a much commercially profitable, lucrative contract with Defendant No.2, thereby repudiating the ATL. Contracts form the backbone of most business relationships. They establish rights and obligations of the parties involved. The grounds of frustration of ATL as pleaded by Defendant No.1 are therefore an illegal grounds pleaded for termination which are prima facie seen from the above findings.
57. It is argued fairly by Mr. Dwarkadas that Defendant No.1 accepted the fact that it had suggested to the Plaintiff as a viable alternative to take the entire commercial premises on lease. This is confirmed by the minutes of meeting dated 19.01.2026. According to 55 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc the Defendant No.1 between 28.01.2026 and 19.02.2026 several meetings were held between the parties virtually. Hence grounds in the Termination Letter are nothing but a smokescreen created by Defendant No.1 as a ground to walk out of the ATL and enter into a much lucrative contract with Defendant No.2 which is to its advantage.
58. In the present case, on the basis of the aforesaid observations and findings, I am of the clear opinion that all the parameters of injunction namely making out of a prima facie case, balance of convenience, irreparable loss and conduct of the parties clearly make out a case in favour of Plaintiff and do not entitle Defendant No.1 to terminate the ATL. The said termination is done by Defendant No.1 solely because Plaintiff refused to take the other balance half portion of the commercial property developed by Defendant No.1 alongwith the suit property as per the ATL and simultaneously Defendant No.1 had taken an internal decision to lease out the entire commercial property to one single party only.
59. Hence, in such a situation when Defendant No.1 was already courting Defendant No.2's proposal to take the entire commercial property on lease, it had no option than to wriggle out of the situation and terminate the ATL which it attempted to do so for the reasons stated in paragraph No.3 in the termination letter dated 20.02.2026. However, as alluded to herein above, the principal reason for 56 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc termination is on the face of record illegal and unsustainable regarding receipt of NOC from the Fire Department. In so far as the second reason is concerned regarding boundary wall signage, the same is a complete non-starter whatsoever and during the course of submissions, Plaintiff has infact agreed to the issue of boundary wall signage and most importantly the said reason is without the rejection letter of the Society which Defendant No.1 has pleaded.
60. Thus, in such facts and circumstances, Defendant Nos.1 and 2 cannot plead that the contract with Plaintiff is determinable and compensable in terms of money. This is a situation where Defendant No.1 on being offered a better and profitable deal with respect to the entire commercial premises by Defendant No.2 has resiled from the ATL on innocuous and untenable grounds only to make its intentions very clear of entering into the Lease Deed with Defendant No.2.
61. The conduct of defendant no.1 is such that it has on its own sweet will repudiated the contract i.e. ATL. The minutes of meeting dated 19.02.2026 prima facie also prove the fact that by that time Defendant No.1 was in all probability courted by Defendant No.2 and therefore the internal management of Defendant No.1 took a decision to lease the entire commercial property to one single party only. Though it is not explicitly clear but from the conduct of Defendant Nos.1 and 2 it clearly appears that both of them kept their negotiations 57 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc and deal under wraps until Defendant No.1 terminated the ATL and within no time thereafter Defendant Nos.1 and 2 entered into the Lease Deed.
62. In the present case, termination of ATL by Defendant No.1 can be safely said to be a termination for convenience at its own sweet will, but if termination of convenience has to happen in view of Defendant No.1 getting a better deal, then it was incumbent upon Defendant No.1 to follow the due process of law and not illegally terminate the ATL in the manner in which it has done. Plaintiff has invested its efforts for the past more than 14 months since January 2025 when Plaintiff and Defendant No.1 negotiated their deal. It initially entered into a term sheet in March 2025 followed by the ATL in September 2025, pursuant to which, substantial works were fully undertaken and fructified in the suit property for the purpose of Plaintiff opening its commercial store therein.
63. Just as the aforesaid circumstances have offered a better deal to Defendant No.1 with Defendant No.2, in a similar manner when Plaintiff decided to take the suit property in 2025 it had also planned accordingly by shutting its two flagship stores in Bandra and Worli area and launching itself from the suit property in Chembur area with a projected turnover of 24 crore in its first year from the date of launch in June 2026. Defendant No.1 is on the other hand a renowned 58 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc Company having its presence in all Sectors for past more than 125 years. It has ventured into real estate in a big way and, it is also a prominent brand in India which is recognized for building a reputation, quality and trust. It is this trust which in my opinion which has been eroded by Defendant No.1 in the present case by issuing the Termination Letter in the manner in which it is done and within no time entering into a Lease Deed with Defendant No.2 - Titan Company.
64. Defendant No. 1 has in the Short Cause Suit filed before the Bombay Civil Civil Court at Bombay on 23.02.2026 in paragraph No.1 stated that it is a part of Godrej Industries Group which comprises of varied business portfolios. Copy of the Plaint is appended at page Nos. 708 onwards. It would be appropriate to reproduce the said paragraph verbatim herein:-
"1. Plaintiff is a company incorporated under the Companies Act, 1956 and continuing under the Companies Act, 2013 having its address at the place more particularly described in the cause title of the Plaint. The Plaintiff is a public limited company and is one of India's most respected and diversified business conglomerates that has successfully created an enviable legacy of trust, leadership and admiration since its inception. The Plaintiff is a part of Godrej Industries Group which comprises of varied business portfolios that include real estate development, fast-moving consumer goods, advanced engineering, home appliances, furniture, security, and agri-care. The Appellant is amongst India's most diversified and trusted conglomerates. The Plaintiff combines a 127-year legacy of excellence and trust with commitment to cutting-edge design and technology. The Plaintiff has received over 250 awards and recognitions, including the Porter Prize 2019, The Most Trusted Real Estate Brand in the 2019 Brand Trust Report, Builder of the Year at the CNBC-Awaaz Real Estate Awards 2019, The Economic Times 109 Best Real Estate Brand 2018, and Real 59 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc Estate Company of the Year at the 8th Annual Construction Week India Awards 2018 for its quality and ethical business practices. The Plaintiff has consistently demonstrated and upheld the highest standards of integrity, business ethics, and corporate governance."
64.1. From the above, though it is a claim of Defendant No. 1 that it has consistently demonstrated and upheld higher standards of integrity, business ethics and corporate governance, in the facts of the present case after what transpired between Plaintiff and Defendant No. 1 on 19.02.2026 in the joint meeting held and the termination of ALT effected by Defendant No.1 on the following day and for all the aforementioned observations and findings, I am of the clear opinion that Defendant No. 1 has repudiated the ALT unilaterally for completely innocuous reasons which are not supported by the material placed on record. In fact Defendant No.1 has terminated the ALT solely on the ground that Plaintiff refused its offer to take the entire commercial area on lease and by which time Defendant No. 2 was ready and willing to take the entire commercial area from Defendant No. 1.
64.2. This being the real reason is in fact suppressed by Defendant No. 1 in the termination letter and the termination is effected on completely innocuous, untenable and illegal grounds altogether. If such practices adopted by Defendant No. 1 are allowed to be perpetrated it would send a wrong signal to the Society at large considering that Defendant No.1 touts itself to be the most trusted real 60 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc estate brand having received 250 awards and recognitions over the years. On the contrary, it is expected of Defendant No. 1 to maintain the highest standards and integrity, business ethics and corporate governance in such a case.
65. I need not give any further reasons since on all parameters for grant of injunction, Defendant No.1 has failed in its endeavour to prima facie prove that its termination of the ATL is valid and legal in the present facts and circumstances of the present case before me.
66. In that view of the matter, Defendant No.1 is restrained from taking any further steps with respect to handing over of the suit property on "as is" basis to Defendant No.2 and there shall be an injunction with respect to the suit property until the present Suit is decided. In so far as the remaining 50% of entire commercial area of the larger commercial property in the said project is concerned, Defendant No.1 shall be free to hand it over to Defendant No.2 on terms and conditions as available to the said parties. I reject the submissions made by Defendant No.2 that the registered Lease Agreement will have precedence over the ATL in the facts and circumstances of the present case in view of my aforesaid observations and findings, since the edifice on which the said Lease Deed has been executed and registered within no time of termination of the ATL raises grave suspicion and doubt of malafides on the part of Defendant 61 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc No.1's conduct.
67. Both the Defendants are restrained from making any alterations in the suit property and are directed to maintain status quo thereof. In my opinion, in the aforesaid facts and circumstances, this is a fit case for appointment of Court Receiver in view of the dubious conduct of Defendant No.1 which has been opined and highlighted hereinabove so that the suit property should not be wasted in any manner. Hence, I am inclined to appoint the Court Receiver. Court Receiver, Bombay High Court so stands appointed for the suit property with all powers under Order XL of Civil Procedure Code, 1908. He is directed to take possession of the suit property forthwith and accordingly make a Report to the Court about the precise status of the suit property and give a copy of the said Report to Plaintiff and Defendant No.1. Until the Report is made by the Court Receiver, status quo to be maintained in regard to the suit property.
68. Both the parties are at liberty to move the Court after the Court Receiver's Report is made for any further orders. Court Receiver shall take possession of the suit property forthwith from Defendant No.2 and or any person in possession thereof and shall make a Report within a period of two weeks from today to enable the Court to take further steps in determining the conduct of operations in the suit property for any further dealing after hearing the parties. 62 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc
69. In so far as Defendant No.2 is concerned, since it has pleaded before me that it is a bonafide purchaser for value without notice of the ATL, in the aforesaid facts and circumstances, it shall be open to Defendant No.2 to take appropriate steps as available to it in law against the Defendant No.1.
70. All contentions of the parties are expressly kept open.
71. In so far as Defendant No.2 is concerned, it is restrained from creating any changes or construction in respect of the suit property and from acting it in furtherance of its Lease Deed dated 04.03.2026 in so far as the suit property is concerned. In so far as the other remaining 50% commercial property is concerned, Defendant No.2 will be free to take steps as available to it in law in that regard in accordance with law or according to the lease deed.
72. With the above directions, Interim Application (L) No.9084 of 2026 and Interim Application (L) No.7684 of 2026 are allowed and disposed.
73. All parties are directed to act on a server copy of this order downloaded from the website of the High Court of Bombay.
74. Liberty to apply.
75. List the Suit as per its turn.
[ MILIND N. JADAV, J. ] 63 ::: Uploaded on - 28/04/2026 ::: Downloaded on - 29/04/2026 06:09:50 :::
901.IAL.9084.2026 & IAL.7684.20263.doc
76. After the above order is pronounced in Court Mr. Dwarkadas, learned Senior Advocate persuades the Court to stay the order appointing Court Receiver in order to enable Defendant No.1 to test the validity and legality of this order before the superior Court.
77. I have considered the request made by Mr. Dwarkadas. However, in view of my prima facie observations and findings which are rendered hereinabove, I am not able to persuade myself to accede to the request made by Mr. Dwarkadas. The request for stay of Court Receiver's appointment is declined.
H. H. SAWANT [ MILIND N. JADAV, J. ]
Digitally
signed by AJAY
TRAMBAK
AJAY UGALMUGALE
TRAMBAK
UGALMUGALE Date:
2026.04.28
13:18:04
+0530
64
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