A real estate developer, "Grandeur Estates," launches a "Plot Buy-Back Scheme" where investors pay ₹10 lakhs each for a proportionate undivided interest in a massive 500-acre land bank. The total corpus collected is ₹120 Crores . The developer argues that this is a simple real estate transaction and not a CIS. SEBI issues a show-cause notice. Which of the following is the most legally sound argument for SEBI to classify this as a CIS?

Explanation: To classify a scheme as a CIS, SEBI can use two paths. First , it can prove the scheme meets the functional criteria in Section 11AA(2) (Pooling, profit motive, and lack of day-to-day investor control). Second , even if there is ambiguity in the functional criteria, the ₹100 Crore threshold in Section 11AA(1A) acts as a "catch-all" deeming provision. In the case of PGFL vs. Union of India, and later in the Sahara and PACL cases, the courts upheld that real estate "buy-back" or "land-allotment" schemes often function as disguised CIS. If the corpus exceeds ₹100 Cr, the burden of proof shifts heavily to the entity to prove they fall under a specific exclusion (like RERA, though RERA registration does not automatically exclude an entity from SEBI's CIS net if the "pooling" characteristics are dominant).