Ram Kishor Arora Directore (Powers ... vs Bank Of Maharashtra & Anr

IN THE MATTER OF: Ram Kishore Arora Directors (Powers Suspended) of Supertech Realtors Pvt. Ltd. ...Appellant

Versus

Bank of Maharashtra & Anr. ...Respondents

Present: For Applicant : Mr. Krishnendu Datta, Sr. Advocate with Mr. Nikhil Kumar Jha, Advocates in I.A. No.799/ 2025.

Ms. Sangeet Bharti, Advocate in I.A. No.892/2025.

For Appellant : Mr. Abhijeet Sinha, Sr. Advocate with Mr. Siddharth Bhatli, Ms. Lashita Dhingra, Ms. Heena Kochar, Ms. Anvesha Jain, Advocates.

For Respondents : Mr. Nishant Awana, Ms. Rini Badoni and Ms. Nitya Sharma, Advocates for R-1.

Mr. V. K. Sabharwal, Mr. Govind Jee, Mr. Omana Kuttan KK, Ms. Rambha Singh and Mr. Akhilesh Kumar Mishra, Advocates for R-3.

Ms. Rashmi Raj, Ms. Kiran Bisht and Mr. Rohit, Advocates with Ms. Anju Agarwal, IRP in person for IRP.

Mr. Gajanand Kirodiwal, Advocate for Parmesh Construction Co. Ltd. ORDER

ASHOK BHUSHAN, J.

These three applications have been heard together and are being

decided by this common judgment.

2. Before we notice the prayers in the above applications, we need to notice

background facts and sequence of the events leading to filing of the above

applications:

i. On an application filed by the State Bank of Maharashtra under Section

7, vide order dated 12.06.2024, Corporate Insolvency Resolution

Process (CIRP) against the corporate debtor commenced.

ii. This appeal by suspended director of the corporate debtor has been filed

challenging the order dated 12.06.2024. This appeal was heard on

03.07.2024, and after submission of counsel for the parties, we passed

interim order and issue notices. Paragraph 10 of the interim order is

as follows:

"10. In the meantime, we direct that Committee of Creditors be not constituted. However, the ongoing Project may be continued with under the supervision of the IRP and the IRP shall be extended all cooperation by the Corporate Debtor, its officers and employees in carrying out the construction. Bank accounts of the Corporate Debtor shall be operated only with the joint signature of the IRP, only for the purpose of carrying out construction."

iii. Prior to initiation of the CIRP process, the corporate debtor has

launched a project at Plot No. 3, Sector 94, Noida, namely Nova

Residence (East and West).

I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 2 of 24 iv. Builder Buyers Agreement (BBA) were entered into between the allottees

and corporate debtor in the year 2011-12. The project was also

registered with UP Real Estate Regulatory Authority as Supernova

Phase I, spread into 15, 985 sq. mt.

v. Occupancy certificate was issued by Noida Authority on 18.07.2018

and several homebuyers/allottees were handed over possession.

vi. Certain registrations were issued with respect to some of the

homebuyers during the year 2018-20.

vii. The corporate debtor by an Agreement dated 15.09.2019 nominated

M/s. YG Estates Facilities Management Private Limited (hereinafter

referred to as 'YG Estates') as maintenance agencies for all the projects

of the company.

viii. In pursuance of Agreement dated 15.09.2019 entered between the

corporate debtor and YG Estates, YG Estates have been carrying out

maintenance of the project, including the Supernova East and West.

ix. Homebuyers of Real Estate Project supernova formed an association,

namely, Supernova Apartments Owners Association and got it

registered with Registrar Society, Uttar Pradesh vide registration dated

27.05.2023.

x. I.A.8083/2024 was filed by Supernova Apartments Association

(hereinafter referred to as 'Association') praying for a direction for

handing over maintenance and IFMS charges to the association upon

preparation of an inventory and inspection of all deficiency thereafter.

I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 3 of 24 xi. I.A.8083/2024 filed by association came for consideration before this

Court on 21.11.2024, on which date this Tribunal directed the Interim

Resolution Professional (IRP) to obtain instructions and file a reply to

the application.

xii. On 10.12.2024, YG Estates sought liberty to file an intervention

application.

xiii. I.A.8083/2024 came for consideration on 19.12.2024. Learned counsel

for the IRP submitted that it has no objection with the prayers made by

association. This Tribunal by an order dated 19.12.2024 has allowed

the application.

xiv. In pursuance of the order passed by this Tribunal on 19.12.2024, the

meeting was convened of the homebuyers on 31.12.2024, in the office

of IRP, in which Chief Executive Officer (CEO) of the YG Estates

members of the Association and IRP were present. YG Estates stated

that in compliance and mutual discussion and the settlement with

association, it has agreed to handover the maintenance to the

association on 31.01.2025.

xv. After the minutes of meeting were issued on 04.01.2025, the

association wrote to the CEO of YG Estates about the outstanding

liabilities of electricity bills, water bills, etc. on 27.01.2025 and

requested it to clear the same.

xvi. On 30.01.2025, YG Estates filed an I.A.799/2025, seeking a

clarification of the order dated 19.12.2024, and seeking a direction to

IRP and homebuyers to take into account the investment made an

I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 4 of 24 outstanding amount due and payable to the YG Estates under the

Facilities Management Agreement.

xvii. On 31.01.2025/01.02.2025, when maintenance facility was to be

handed over, dispute arose between the association and the YG Estates.

YG Estates refused to handover maintenance to the Association.

Association has to call Police Authorities, including the City Magistrate.

In wake of law and order situation created on the spot with respect to

handing over maintenance to the association.

xviii. On 01.02.2025, a letter was written by CEO to the City Magistrate,

Noida that YG Estates facility is willing to handover the facilities as per

the order dated 19.12.2024 on 01.03.2025. CEO raised the issue of

outstanding dues before handover.

xix. I.A.799/2025 came for consideration on 03.02.2025 when this Court

directed the YG Estates to implead the homebuyers.

xx. Another I.A. was filed by YG Estates being I.A.1341/2025 on

18.02.2025, praying for recall of the order dated 19.12.2024. This

Tribunal vide order dated 03.03.2025, recalled the order 19.12.2024,

revived the I.A.8083/2024, granted YG Estate to file a reply to the

I.A.8083/2024. All the applications were directed to be listed on

05.03.2025. In the meantime, on 31.01.2025, another I.A.892/2025

has been filed by Rakesh Gupta claiming to be homebuyer of another

project of the corporate debtor SPIRA who claimed to be authorised by

10 homebuyers of the SPIRA seeking intervention in I.A.8083/2024 and

I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 5 of 24 to be impleaded in Company appeal. All the applications were heard by

this Tribunal on 05.03.2025 on which date orders were reserved.

3. We have heard Mr. Govind Jee learned counsel appearing for

Association. Learned Sr. counsel, Mr. Krishnendu Datta has appeared for the

YG Estates. We have heard Ms. Sangeeta Bharti in I.A.892/2025. Mr.

Abhijeet Sinha Sr. Advocate has appeared for the appellant. We have also

heard Ms. Anju Agarwal IRP appearing in person.

4. Learned counsel appearing for the association submits that applicant

in I.A.8083/2024 is a registered association of the homebuyers of Supernova

Apartments Owners which has been registered on 27.05.2023. It is submitted

that after association of the applicant association having been registered,

applicant wrote to YG Estates, corporate debtor and the Noida Authority for

handing over the maintenance to the registered association, who is entitled to

carry on the maintenance as per the Uttar Pradesh Apartment (Promotion of

Construction, Ownership and Maintenance) Act, 2010. It is submitted that

on the complaint which have been made by the appellant to the Noida

Authority, Noida Authority also wrote to the YG Estates to do the needful, but

the maintenance was not handed over. There being several deficiencies in the

maintenance by YG Estates, association has brought into the notice of the

IRP and requested the IRP to take steps for handing over the maintenance to

the association. It is submitted that Noida Authority wrote a letter dated

19.12.2024 to the corporate debtor. The joint meeting was held on

31.12.2024, where YG Estates through its CEO was present and had agreed

to handover maintenance to the association with effect from 31.01.2025.

However, on the date of handover, the YG Estates refused to handover and

I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 6 of 24 created law and order situation on the spot. It is submitted that advance

maintenance has been taken by YG Estates from several homebuyers. It is

submitted that YG Estates cannot continue to carry on the maintenance after

formation of the association. Both corporate debtor and YG Estates, which is

nominee of the corporate debtor are bound to handover maintenance to the

association after Registration Act of YG Estate is contrary to the statutory

provisions. Learned counsel appearing for the association further submits

that YG Estates having agreed to handover maintenance in the joint meeting

dated 31.12.2024 has mala fidely filed the application on 31.12.2024 being

I.A.799/2025, which is nothing but an attempt to create obstacle in the

handing over of the maintenance. The claim of various amount due from the

homebuyers as stated in the I.A.799/2025 are not correct. Advance payments

have been taken by the YG Estates from several homebuyers, which need to

be accounted for. Homebuyers have already informed that they are ready for

reconciliation of the accounts between the YG Estates and the homebuyers.

5. Learned Sr. counsel, Mr. Krishnendu Datta appearing for the YG

Estates, opposing the submissions submits that in I.A.8083/2024 filed by

association the YG Estates is not liable to hand over maintenance to the

association. It is submitted that application filed by association is not

maintainable in this Tribunal. This appellate forum is not appropriate forum

to adjudicate the claim of the association which falls in the domain of civil

dispute outside the purview of Insolvency and Bankruptcy Code, 2016.

Appellate Tribunal does not have jurisdiction to enforce the rights of

association. Contractual disputes fall outside the jurisdiction of appellate

Tribunal. Learned counsel for the YG Estates relied on the judgment of the

I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 7 of 24 Hon'ble Supreme Court in the matter of 'Tata Consultancy Services Ltd.'

Vs. 'S.K. Wheels Pvt. Ltd. Resolution Professional, Vishal Ghisulal Jain'

reported in (2022) 2 SCC 583. It was further contended that association is

not as per the UP Apartment Act 2010. It is submitted that the Supernova

projects comprise several towers, namely Nova East, Nova West, SPIRA,

ASTRALIS. The project has been approved by the single project with

composite plan approved by the Noida Authority. Nova East and Nova West

collectively have 582 units, SPIRA in totality has 828 units and ASTRALIS has

755 units. It is submitted that association can only be validly constituted

once at least 33% of the apartment within the project are handed over to the

homebuyers. In the present case, only 27% of the total project has received

occupancy certificate from Noida. It is submitted that no Completion

Certificate has yet been obtained, which is must for praying for filing an

application for registered association. Learned Sr. counsel Mr. Krishnendu

Datta has, however, submits that although YG Estates has agreed to

handover the maintenance to the association in the meeting dated

31.12.2024, but such handover was subject to condition that outstanding

dues of YG Estates are cleared before hand over the possession, referring to a

letter dated 01.02.2025 written by CEO of YG Estates to the City Magistrate,

it is contended that the said letter also highlights the outstanding dues of YG

Estates payable by homebuyers. Learned Sr. counsel Mr Dutta submits that

still the YG Estates have no objection to in handing over maintenance

provided its all dues on the homebuyers, which are ₹2,60,14,603/- as on

03.01.2025 are paid. It is submitted that I.A.799/2025 has been filed by the

YG Estates to protect its interest.

I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 8 of 24

6. Learned counsel appearing in I.A.892/2025 submits that applicant is

also a homebuyer of another project. Maintenance of SPIRA is still continued

by the YG Estates. It is submitted that association does not consist of all

homebuyers. Homebuyers of SPIRA are not part of the association.

7. IRP appearing in person submits that YG Estates cannot resist the

handover of the maintenance to the association. Association does not want

services of the YG Estates. YG Estates cannot force itself on the association

for purposes of maintenance. IRP further submits that in the present case by

interim order of this Tribunal, the CoC has not yet been constituted, which

committee be constituted so that IRP may obtain various approval from the

CoC with regard to several issues.

8. We have considered the submissions of counsel for the parties and

perused the record.

9. All the applications being on the same subject matter have been heard

together and are being decided by this common judgment.

10. The corporate debtor, Supertech Realtors Private Limited has entered

into a Maintenance Agreement between YG Estates Facilities Management

Private Limited on 15.09.2019. The copy of the Agreement has been filed by

the YG Estates along with I.A.799/2025. Clause C of the Agreement mentions

about the YG Estates as maintenance agency for all the projects of the

company. Clause C is as follows:

"C. That M/s. Supertech Limited executed an Agency Appointment Agreement dated 15 September, 2019 with YG Estates ("Agency Appointment Agreement") to appoint YG Estates as a Maintenance Agency for the projects being developed by M/s. Supertech Limited and its group companies on the terms and conditions I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 9 of 24 more particularly contemplated therein. That the Company is the group company of M/s. Supertech Limited and by virtue of the said Agency Appointment Agreement is appointing YG Estates as a Maintenance Agency for the projects being developed by the Company and YG Estates hereby agrees for such appointment by the Company to be its 'Maintenance Agency for all the projects of the Company on such terms and conditions as contained in the said Agency Appointment Agreement and also as mentioned hereinafter in this Agreement."

11. The above Agreement as noted above executed by the corporate debtor

and was referred to as irrecoverable in which paragraph 1.1 following was

stated:

"1.1 The Company hereby irrevocably constitutes and appoints YG Estates as its Maintenance Agency for all the projects of the Company, to takeover, the management and maintenance of all the Projects as intimated by the Company to YG Estates from time to time on the terms and conditions as more particularly contemplated/detailed in the Agency Appointment Agreement."

12. The YG Estates is continuing as maintenance agency in pursuance of

the above Agreement with the corporate debtor Supernova project consisting

of towers, East and West is also part of the Maintenance Agreement.

Association got registered under the provision of Society Registration Act,

1860, with Registrar Uttar Pradesh, as "Supernova Apartment Owners

Association by registration dated 27.05.2023". Thus, association is

association within meaning of Uttar Pradesh Apartment (Promotion of

Construction Ownership and Maintenance) Act, 2010. Section 14 of the Act

provides for the registration of the association. Section 14(1) provides for

association of apartments owners for the administration of affairs in relation

to apartment Owners and the property appertaining thereto. Sections 14(1),

I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 10 of 24 14(2), 14(3), 14(4) & 14(5), which are relevant for the present case are as

follows:

"14. (1) There shall be an Association of Apartment Owners for the administration of the affairs in relation to the apartments and the property appertaining thereto and for the management of common areas and facilities :

Provided that where any area has been demarcated for the construction of buildings, whether such area is called a block or pocket or by any other name, there shall be a single Association of Apartment Owners in such demarcated area.

[(2) It shall be the joint responsibility of the promoter and the apartment owners to form an Association. The promoter shall get the Association registered when such number of apartments have been handed over to the owners which are necessary to form an association or 33% of apartments, whichever is more, by way of sale, transfer or possession, provided the building has been completed along with all infrastructure services and completion certificate obtained from the concerned local authority.

Provided that in case of an independent area or and independent commercial area the promoter may form a separate Association for its management, if required]; (3) In a case, where an association of the apartments owners of a building has not been formed, on the intended date of execution of a deed of apartment in favour of prospective apartment owner, it shall be obligatory for a prospective apartment owner to become member of the association within a period of 4 weeks on receipt of a written intimation about the formation of such association.

(4) Where an association of an apartment owners exist on the intended date of transfer of an apartment, it will be obligatory for the prospective apartment owner to become member of such association before execution of a deed of an apartment in his favour.

(5) On formation of the Association of the Apartment Owners under subsection (2) above, the management of the affairs of the apartments regarding their common areas and facilities shall be deemed to be transferred from the promoter to the Association which shall thereupon maintain them,

I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024

11 of 24 Provided that till all the apartments are sold or transferred, the promoter shall proportionately share the maintenance cost of common areas and facilities. [Provided further that the amount collected by the promoter towards interest free maintenance security shall be transferred to the association at the time of handing over of the common areas and facilities];"

13. Learned counsel for the association has also relied on the provisions of

Section 4, which provides for duties and liabilities for promoter. Sections 4(6)

& 4(7) are as follows:

"4. General liabilities of promoter - (6) After obtaining the completion certificate as provided in sub-section (5) and handing over physical possession of the apartments to the allottees, it shall be the responsibility of the promoter to hand over the possession of the common areas and facilities and also the originals of the plans and documents to the Association of apartment owners formed and registered under sub-section (2) of section-14.

²[Provided that handing over of physical possession of the common areas and facilities under this sub-section shall be completed within a period of one year from the date of issue of completion certificate or the date by which sixty percent of the apartments have been handed over to the owners, whichever is earlier, subject to the condition that the promoter shall be responsible for the sale and transfer of the balance apartments];

(7) The promoter shall maintain the common areas and facilities till the Association is formed in accordance with the conditions laid down in sub section (2) of section-14 and shall be entitled to levy proportionate maintenance charges as specified in the declaration."

14. Association has after forming of the association has written to the YG

Estates as well as to the Noida Authority praying for directions to the YG

Estates to handover the maintenance to the association. The Noida Authority

in this reference has written a letter to the corporate debtor noticing the

complaint of the association and directing the corporate debtor to do the

needful.

I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 12 of 24

15. We have noticed above that Mr. Dutta appearing for the YG Estates

have raised the submission that application filed by the association is not

maintainable in this appeal and further this Appellate Tribunal has no

jurisdiction to entertain the issues raised by the association. It is contended

that the contractual disputes between the parties are beyond the jurisdiction

of IBC and parties may be left free to take their appropriate remedies.

16. We need to consider the above objection before we proceed to enter into

other submissions. The present is a case where CIRP has been commenced

against the corporate debtor by order of the NCLT dated 12.06.2024. It is an

admitted position that project in question i.e., Supernova project is the project

of the corporate debtor. CIRP having been commenced, the project is clearly

in the purview of the CIRP and assets of the corporate debtor. In the interim

order which we have passed on 03.07.2024, we have directed "however, the

ongoing project maybe continued under the supervision of the IRP and IRP

shall be extended all cooperation by the corporate debtor, its officers and

employees in carrying out the construction".

17. The IRP in the scheme of the IBC is also under Section 18(d) & 18(f) has

statutory obligations to the following effect:

"18 Duties of interim resolution professional.- The interim resolution professional shall perform the following duties, namely: -

(d) monitor the assets of the corporate debtor and manage its operations until a resolution professional is appointed by the committee of creditors; ...

(f) take control and custody of any asset over which the corporate debtor has ownership rights as recorded in the balance sheet of the corporate debtor, or with information utility or the depository of securities or any

I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 13 of 24 other registry that records the ownership of assets including--

(i) assets over which the corporate debtor has ownership rights which may be located in a foreign country;

(ii) assets that may or may not be in possession of the corporate debtor;

(iii) tangible assets, whether movable or immovable;

(iv) intangible assets including intellectual property; (v) securities including shares held in any subsidiary of the corporate debtor, financial instruments, insurance policies;"

(vi) assets subject to the determination of ownership by a court or authority;"

18. The YG Estates is an agency appointed by corporate debtor for carrying

out the maintenance. Entitlement of YG Estates to carry out the maintenance

flow from Agreement executed by corporate debtor in its favour, which

Agreement was prior to commencement of the insolvency. After insolvency

commencement date, the management of the corporate debtor stands

suspended and it is the IRP who is entitled to carry on and manage the

operation of the corporate director. When the Supernova project (East and

West) are part of the assets of the corporate debtor, for which maintenance

agencies is the YG Estates, it does not appeal to the reason that management

of said project including the its maintenance is beyond the purview of the IRP.

The corporate debtor having been put in the insolvency and IRP being on the

helm of the affairs, all aspects of the assets of the corporate debtor are within

the domain of the IRP. If IRP has jurisdiction to manage the operations that

includes the looking after security, maintenance of the assets, we are not

persuaded to accept the submission of Mr. Dutta that Maintenance

Agreement executed in favour of YG Estates is beyond the insolvency process

I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 14 of 24 and this Tribunal has no jurisdiction to consider an issue which has been

raised with regard to maintenance of projects. Section 60(5)(c) couched in a

wide term covering any question arising out of or in relation to the insolvency

resolution of the corporate debtor. Against the corporate debtor, insolvency

resolution process has commenced and the IRP being in charge of all affairs

of the corporate debtor, including its assets, including Supernova projects, we

are of the view that IRP has jurisdiction to look into the maintenance. It is on

the record that IRP after receiving complaints from the association has already

issued show cause notice to the YG Estates and IRP has also clearly supported

the association insofar as handing over the maintenance by the association is

concerned.

19. Learned counsel for the appellant has relied on the judgment of the

Hon'ble Supreme Court in 'Tata Consultancy Services Limited' (Supra).

Tata Consultancy was a case where no services or goods were provided by the

Tata Consultancy Services to the corporate debtor and Tata Consultancy

Services has terminated the Facility Agreement vide its notice on termination

dated 10.06.2019 i.e., subsequent to insolvency commencement on

29.03.2019. The corporate debtor filed an application before NCLT where

interim order was passed staying the termination. NCLT also dismissed the

appeal of Tata Consultancy against which the matter was taken in the Hon'ble

Supreme Court. It was pleaded on behalf of the Tata Consultancy that

appellant is not supplying any goods or services to the corporate debtor nor it

is recovering any property. Hon'ble Supreme Court has noticed the said in

paragraph 26 of the judgment which is as follows:

"26. Admittedly, the appellant is neither supplying any goods or services to corporate debtor in terms of Section I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 15 of 24 14(2) nor is it recovering any property that is in possession or occupation of corporate debtor as the owner or lessor of such property as envisioned under Section 14(1)(d). It is availing of the services of corporate debtor and is using the property that has been leased to it by corporate debtor. Thus, Section 14 is indeed not applicable to the present case. However, in Gujarat Urja [Gujarat Urja Vikas Nigam Ltd. v. Amit Gupta, (2021) 7 SCC 209 : (2021) 4 SCC (Civ) 1] it was held that NCLT's jurisdiction is not limited by Section 14 in terms of the grounds of judicial intervention envisaged under IBC. It can exercise its residuary jurisdiction under Section 60(5)(c) to adjudicate on questions of law and fact that relate to or arise during an insolvency resolution process. This Court observed : (SCC p. 274, para 91) "91. The residuary jurisdiction of NCLT under Section 60(5)(c) of IBC provides it a wide discretion to adjudicate questions of law or fact arising from or in relation to the insolvency resolution proceedings. If the jurisdiction of NCLT were to be confined to actions prohibited by Section 14 of IBC, there would have been no requirement for the legislature to enact Section 60(5)(c) of IBC. Section 60(5)(c) would be rendered otiose if Section 14 is held to be exhaustive of the grounds of judicial intervention contemplated under IBC in matters of preserving the value of corporate debtor and its status as a "going concern". We hasten to add that our finding on the validity of the exercise of residuary power by NCLT is premised on the facts of this case. We are not laying down a general principle on the contours of the exercise of residuary power by NCLT. However, it is pertinent to mention that NCLT cannot exercise its jurisdiction over matters dehors the insolvency proceedings since such matters would fall outside the realm of IBC. Any other interpretation of Section 60(5)(c) would be in contradiction of the holding of this Court in Satish Kumar Gupta [Essar Steel (India) Ltd. (CoC) v. Satish Kumar Gupta, (2020) 8 SCC 531 : (2021) 2 SCC (Civ) 443] ."

20. In paragraphs 27 and 28, Hon'ble Supreme Court lays down as follows:

"27. Before the initiation of CIRP, the appellant had on multiple instances communicated to corporate debtor that there were deficiencies in its services. Corporate debtor was put on notice that the penalty and termination clauses of the facilities agreement may be invoked. This is evident from the appellant's communications dated 1-8-2018, 17-9-2018, 1-10- I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 16 of 24 2018 and 11-10-2018. In its email dated 13-10-2018 the appellant specifically noted that the housekeeping staff being provided by corporate debtor was inadequate. The appellant was apparently constrained to deploy its own staff for housekeeping, evinced from its email dated 19-11-2018. Corporate debtor has admitted that the appellant was using its own housekeeping staff and deducting the costs from the invoice. The appellant again intimated corporate debtor to change faulty batteries of the UPS and provide cleaning products in its email dated 3-2-2019. The termination notice dated 10-6-2019 also clearly lays down the deficiencies in the services of corporate debtor. The termination notice enumerated the following deficiencies:

"1. Not maintaining the minimum level of skillset of personnel on exam and non-exam days which is non-compliance as per Annexure B, Table C, and also a process violation.

2. Furnishing and Designing guidelines (Annexure B, Table D) not being adhered to

(a) Furniture in broken condition

(b) Temperature and ventilation in labs, server room and UPS rooms not being maintained

(c) Deploying housing staff

(d) Cleanliness and upkeeping of the centre.

3. Branding and navigation not in synchronisation with Annexure F of facility agreement."

28. In Gujarat Urja [Gujarat Urja Vikas Nigam Ltd. v. Amit Gupta, (2021) 7 SCC 209 : (2021) 4 SCC (Civ) 1] , the contract in question was terminated by a third party based on an ipso facto clause i.e. the fact of insolvency itself constituted an event of default. It was in that context, this Court held that the contractual dispute between the parties arose in relation to the insolvency of corporate debtor and it was amenable to the jurisdiction of NCLT under Section 60(5)(c). This Court observed that : (SCC pp. 262-63, para 69) "69. ... NCLT has jurisdiction to adjudicate disputes, which arise solely from or which relate to the insolvency of corporate debtor... The nexus with the insolvency of corporate debtor must exist."

I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 17 of 24 (emphasis supplied) Thus, the residuary jurisdiction of NCLT cannot be invoked if the termination of a contract is based on grounds unrelated to the insolvency of corporate debtor."

21. It was held by the Hon'ble Supreme Court that residuary jurisdiction of

NCLT cannot be invoked if the termination of the contract is based on grounds

unrelated to the insolvency of the corporate debtor. The present is a case

where it was corporate debtor prior to initiation of CIRP, who has appointed

the maintenance agency, which, according to the appellant and the IRP are

related party of the corporate debtor. Under the BBA, corporate debtor has

taken responsibility to provide maintenance either by itself or by agency

nominated, hence the YG Estates was providing services to the corporate

debtor and was receiving maintenance charges. The judgment of the Hon'ble

Supreme Court in 'Tata Consultancy Services Ltd.' (Supra) has no

application in the facts of the present case whereas issue in the present case

pertaining to the project of the corporate debtor, which is part of the

insolvency process. YG Estates is claiming to provide services to units of the

corporate debtor. It is true that maintenance charges were being paid to the

corporate debtor/YG Estates which was labelled as per the BBA in the form

of Interest Free Maintenance Deposit and maintenance charges, which was

payable by unit holder to the corporate debtor towards maintenance.

Maintenance of the units under the project of the corporate debtor cannot be

said to be a matter outside the insolvency of the corporate debtor. We, thus

are not persuaded to accept the submission of Mr. Dutta that issues raised

by the homebuyers in I.A.8083/2024 is beyond the purview of the IBC. We,

thus do not find any substance in submission of Mr. Dutta that application

filed by homebuyers is beyond jurisdiction. It is further relevant to notice that I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 18 of 24 on the one hand, YG Estates is arguing that this Tribunal has no jurisdiction

but on the other hand, it has prayed for various reliefs in I.A.799/2025. At

this stage, we need to notice the prayers made in I.A.8083/2024, which are

as follows:

"i. Direct handing over maintenance and IFMS charges to the Applicant, namely Supernova Apartment Owners Association, forthwith, upon preparation of an inventory, and inspection of all deficiencies thereof; ii. Direct payment of lease rent and due amount of lease by the Appellant herein, to the Noida Authority and the Noida Authority be directed to commence the process of registration of flats of the residential tower of Nova Residences, East and West, forthwith in favour of the home buyers without insisting on payment of default lease rent from the individual home buyers; and/or iii. Pass such other or further order/orders as this Hon'ble Court may deem fit and proper in the facts and circumstances of the case and in the interest of justice."

22. Prayers in I.A.799/2025 are to the following effect:

"a) Pass appropriate directions to clarify the order dated 19.12.2024 passed by this Hon'ble Tribunal in I.A. NO. 8083 of 2024 to protect the interest of the Applicant.

b) Direct RP and homebuyers associations to take into account the investment made and outstanding amount due payable to the Applicant for services provided under the facilities management agreement with Supertech Realtors Pvt. Ltd and make provisions for the same in its plan as a mandatory payment due.

c) Implead the Applicant as party Respondent to Company Appeal (AT) (Insolvency) No. 1203 of 2024 being a necessary and proper party and allow the Applicant to file a detailed affidavit bringing forth certain additional facts and submissions;

d. Pass any other further order as this Hon'ble Tribunal may deem fit and proper under the facts and circumstances of the instant case:"

23. We have already noted the submissions, the provisions of Uttar Pradesh

Apartment (Promotion of Construction, Ownership and Maintenance) Act, I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 19 of 24 2010, which contains the statutory obligation on the promoter and apartment

owners to form an association. Section 14(2) clearly provides that it shall be

the joint responsibility of the promoter to form an association and it is the

promoter to get the association registered. Admittedly, the association has

been registered according to Society of Registration Act 1860, on 27.05.2022

copy of the Registration Certificate has been brought on the record as

Annexure A-6 to the I.A.8083/2024. The submission which has been sought

to canvas by Mr. Dutta is that 33% of the apartments have to be there for

forming an association. It is submitted that the number of unit holders in

project Supernova East and West are only 582 and the Occupancy Certificate

has been issued only for 27% of the total project. Hence, the condition as

provided in sub-Section (2) of Section 14 was not fulfilled for registration of

the association.

24. We are of the view that the association having been registered and the

registration of association still being valid it is not open for the YG Estates to

contend that registration of association is not in accordance with the law. The

issue with regard to non-fulfilment of the necessary conditions for registration

of association cannot be allowed to be raised in this proceeding nor can it be

examined in these applications. When the association has been registered, it

has to be presumed that registration was made after compliance of all

necessary requirement. We, thus are unable to accept the submission of Mr.

Dutta, that registration of association is not in accordance with law.

25. We have also noticed the provisions of Section 4 of the 2010 Act.

Section 14(5) provides that on formation of the association of the apartment

owners under section sub-Section (2) above, the management of the affairs of

I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 20 of 24 the apartments regarding their common areas and facilities shall be deemed

to be transferred from the promoters to the association which shall

thereupon maintained them. Thus, the law clearly envisaged, handing over

possession, handing over common area and facilities to the association after

registration of association. When the statute obliged the promoter to

handover the facilities to the association and there is deeming fiction, we are

of the view that YG Estates which is nothing but a related party to the

corporate debtor and agency nominated by the corporate debtor to carry out

the maintenance cannot refuse handover such maintenance to the

association.

26. It is further relevant to notice that in the joint meeting held on

31.12.2024 between the association, YG Estates. YG Estates agreed to the

handover maintenance to the association. Copy of the minutes of 31.12.2024

has been brought on record by association in its reply to I.A.799/2025, at

page 145, which is to the following effect:

"Ref No. SNAOA/101/2025 Date: 4.1.2025 Minutes of Meeting held on 31 December 2024 in the office of IRP on Hon'ble NCLAT court order dated 19-12-2024 in case no. 1203 of 2024 & I.A. No. 8083 of 2024 prayer-(i) regarding direct handing over to Supernova Apartment Owners Association (SNAOA) A Meeting of Supernova Apartment Owners Association (SNAOA) Noida, YG Estates Facility Management Pvt. Ltd (YGE), Plot No. 59, 3rd floor, Raina Perito, Sector-136, Noida, and IRP (Supertech Realtors Pvt. Ltd.) C-100 Sector-2, Noida held on Monday, 31st December 2024 at 12.00 PM in the office IRP in reference to Hon'ble NCLAT court order dated 19- 12-2024 in case no. 1203 of 2024 & I.A. No. 8083 regarding handover of maintenance to SNAOA.

Following officials participated in the meeting:

I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 21 of 24

1. Ms. Anju Agarwal: IRP (Supertech Realtors Pvt. Limited)

2. Mr. Kapil Jain: President SNAOA, Sector 94, Noida

3. Mr. Nitish Arora: CEO YG Estates Facility Management Pvt. Ltd.

4. Mr. Arun Chauhan: GM Operations YGE

5. Dr. Ashok Shukla: Advisor SNAOA Noida

6. Mr. Rohil Malhan: IRP Team Member

7. Ms. Gauri: IRP team Member

8. Mr. Naresh Nandwani: Ex. Secretary SNAOA Noida The Hon. Court order of NCLAT were read and discussed. SNAOA is a registered AOA under UP Apartment Act 2010 bearing registration no.

GBN/01286/23-24 having its jurisdiction of 2 blocks of Supernova project phase-2 namely Nova East and West, has represented in the NCLAT court and prayer

(i) was allowed by the Hon'ble Court. Only maintenance handover related issues were discussed. Following decisions were taken.

1. YGE, in compliance & mutual discussion and settlement with SNAOA, has agreed to handover maintenance of society to SNAOA on 31st January 2025 and SNAOA has also accepted to take over maintenance of the society from 31st Jan./1st Feb. 2025."

27. The association has also brought on record its Agreement with M/s.

Garrison Securities Ltd. dated 25.01.2025 for security and another entity for

maintenance with M/s. Squad Prime Services dated 31.01.2025. The

submission which has been raised by Mr. Dutta is that there are amounts

due on the members of association i.e., the homebuyers owed to the YG

Estates. It is submitted that in I.A.799/2025 details of outstanding amounts

have been brought on record. Learned counsel for the association submits

that YG Estates has also collected the advance payment from several

homebuyers upto December 2025. It is further submitted by association that

the YG Estates have not cleared the electricity bills and other charges which I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 22 of 24 were required to be cleared by the YG Estates, reference to a bill dated

03.01.2025 has been made where payable amount of electricity by

Pashimanchal Vidyut Vitran Nigam Ltd. is mentioned as Rs.2,27,63,197/-. It

is submitted that YG Estates have not cleared its various statutory liabilities

which was to be paid by itself.

28. We are of the view that in these proceedings, the issues pertaining to

outstanding of YG Estates or any amount accepted by YG Estates cannot be

gone into or decided. We are of the view that such issues can be raised before

the IRP who is overall in charge of all projects and management. It is for IRP

to take call and take necessary steps for settlement of the accounts between

the parties. We, thus are of the view that issues as sought to be raised in

I.A.799/2025 by the YG Estates cannot be gone into or decided in these

proceedings. We, however, grant liberty to YG Estates to place its details of

dues payable by the homebuyers/association before the IRP and RP and it is

equally open for the homebuyers/association to give the details liability which

has to be discharged by the YG Estates.

29. In view of the following discussions, we are satisfied that YG Estates

has no right to resist the handing over of maintenance to the association.

Association having been formed and its registration being current, it has all

rights and obligations as contained in UP Act, 2010. YG Estates is nothing

but an agency appointed by corporate debtor, cannot resist the handover of

the maintenance to the association.

30. In view of the discussions, we allow prayer 1 of I.A.8083/2024 and

direct the YG Estates to handover maintenance to the association within the

I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 23 of 24 period of seven days from today. I.A. No.8083/2024 is disposed of

accordingly.

31. I.A.799/2025 is disposed of with a liberty to the YG Estates to approach

the IRP with regard to its claim against the association/unit holders. Equally

the association is also entitled to place its claim regarding liabilities to be

discharged by YG Estates. It is open for the IRP to settle the accounts or to

take such steps as it deemed fit with regard to said issue. I.A.799/2025 is

disposed of accordingly.

32. We have heard applicant in I.A.892/2025 and permitted the applicant

to intervene in the matter. I.A.892/2025 is also disposed of.

33. All the three applications having been disposed of, we direct now appeal

to be listed on 20th March, 2025 for consideration.

[Justice Ashok Bhushan] Chairperson

[Barun Mitra] Member (Technical)

[Arun Baroka] Member (Technical)

NEW DELHI

18th March, 2025

himanshu

I.A. Nos. 8083 of 2024, 799 & 892 of 2025 in Comp. App. (AT) (Ins.) No. 1203 of 2024 24 of 24